Exhibit 4.1


 


AMENDED AND RESTATED AGENCY AGREEMENT


 


 


 


TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.

TOYOTA CREDIT CANADA INC.

TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)

TOYOTA MOTOR CREDIT CORPORATION

as Issuers


 


 


and


 


 


THE BANK OF NEW YORK MELLON,

acting through its London branch,

as Agent


 


 


in respect of a


 


 


€60,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME


 


 


 


Dated 17 September 2021


 




     


     


    

Contents


 


	Clause	 	Page


	1.	Definitions
    And Interpretations	2
	2.	Appointment of agent and
    Paying Agents	10
	3.	Issue of Temporary Global
    Notes	12
	4.	Issue of Permanent Global
    Notes	13
	5.	Issue of Definitive bearer
    Notes	15
	6.	Exchanges	15
	7.	Terms of Issue	16
	8.	Payments	18
	9.	Determinations and Notifications
    in Respect of Notes	20
	10.	Notice of Any Withholding
    or Deduction	22
	11.	Duties of the Agent in
    Connection with Early Redemption	22
	12.	Publication of Notices	22
	13.	Cancellation, Resale and
    Reissuance of Notes, Coupons and Talons	23
	14.	Issue of Replacement Notes,
    Coupons and Talons	24
	15.	Copies of this Agreement
    and Each Final Terms Available for Inspection	26
	16.	Commissions and Expenses	26
	17.	Indemnity	26
	18.	Repayment by the Agent	27
	19.	Conditions of Appointment	27
	20.	Communication Between
    the Parties	29
	21.	Changes in Agent and Paying
    Agents	29
	22.	Merger and Consolidation	32
	23.	Notifications	32
	24.	Change of Specified Office	32
	25.	Notices	32
	26.	Taxes and Stamp Duties	33
	27.	Currency Indemnity	33
	28.	Amendments: Meetings of
    Holders	34
	29.	Calculation Agency Agreement	37
	30.	[reserved]	37
	31.	deed poll	37
	32.	Descriptive Headings	38







     


     


    




	33.	CONTRACTS
    (RIGHTS OF THIRD PARTIES) ACT 1999	38
	34.	Governing Law	39
	35.	Counterparts	39


	Appendix A
    TERMS AND CONDITIONS OF THE NOTES	45
	Appendix B FORMS
    OF GLOBAL AND DEFINITIVE NOTES, COUPONS AND TALONS	95
	APPENDIX B-1  FORM OF TEMPORARY GLOBAL NOTE	96
	SCHEDULE ONE  INTEREST PAYMENTS	103
	SCHEDULE TWO  SCHEDULE OF EXCHANGES FOR NOTES REPRESENTED
    BY A PERMANENT GLOBAL NOTE OR DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS	104
	APPENDIX B-2  FORM OF PERMANENT GLOBAL NOTE	105
	SCHEDULE ONE  INTEREST PAYMENTS	112
	SCHEDULE TWO  SCHEDULE OF EXCHANGES OF A TEMPORARY GLOBAL
    NOTE AND FOR DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS	113
	APPENDIX B-3  FORM OF DEFINITIVE BEARER NOTE	114
	APPENDIX B-4  FORM OF COUPON	117
	APPENDIX B-5  FORM OF TALON	119
	Appendix C FORM OF
    CALCULATION AGENCY AGREEMENT	121
	Appendix D FORM OF OPERATING and ADMINISTRATIVE
    PROCEDURES MEMORANDUM	131
	ANNEX A TO APPENDIX D  SETTLEMENT PROCEDURES	134
	ANNEX B TO APPENDIX D	139
	FORM OF FINAL TERMS AND ISSUE TERMS	139
	ANNEX C TO APPENDIX D  FORM OF PURCHASER’S CONFIRMATION
    TO THE ISSUER	203
	ANNEX D TO APPENDIX D  FORM OF THE ISSUER’S CONFIRMATION
    TO AGENT AND PURCHASER	210
	ANNEX E TO APPENDIX D  TRADING DESK
    INFORMATION	212
	Appendix E FORM
    OF THE NOTES	213
	Appendix F ADDITIONAL
    DUTIES OF THE AGENT	219
	Appendix G FORM OF DEED POLL (sUBSTITUTION
    OF ISSUER)	220






 




     


     


    

AMENDED AND RESTATED
AGENCY AGREEMENT


 


in respect of
a


 


€60,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME


 


THIS AMENDED
AND RESTATED AGENCY AGREEMENT is made on 17 September 2021


 


BETWEEN:


 


		(1)	TOYOTA
                                            MOTOR FINANCE (NETHERLANDS) B.V. of World Trade Center Amsterdam, Tower H, Level 10,
                                            Zuidplein 90, 1077 XV Amsterdam, the Netherlands (TMF);



 


		(2)	TOYOTA CREDIT
                                            CANADA INC. of 80 Micro Court, Suite 200, Markham, Ontario L3R 9Z5, Canada (TCCI);



 


		(3)	TOYOTA FINANCE
                                            AUSTRALIA LIMITED (ABN 48 002 435 181) of Level 9, 207 Pacific Highway, St Leonards,
                                            NSW 2065, Australia (TFA);



 


		(4)	TOYOTA MOTOR
                                            CREDIT CORPORATION of 6565 Headquarters Drive, Mailstop W2–3D, Plano, Texas 75024–5965,
                                            United States (TMCC); and



 


		(5)	THE BANK
                                            OF NEW YORK MELLON, acting through its London branch,
                                            One Canada Square, Canary Wharf, London E14 5AL, United Kingdom (the Agent,
                                            which expression shall include any successor agent appointed in accordance with Clause 21,
                                            and the Paying Agent, which expression shall include any additional or successor paying
                                            agent appointed in accordance with Clause 21, and Paying Agent shall mean any of the
                                            Agent or the Paying Agents so appointed).



 


WHEREAS:


 


(A)       The
Issuers (as defined below) have determined that a programme agreement dated 30 September 1992 as amended and supplemented or restated
by the First Supplemental Programme Agreement dated 31 January 1994, the Second Supplemental Programme Agreement dated 16 May 1996, the
Third Supplemental Programme Agreement dated 29 May 1998, the Fourth Supplemental Programme Agreement dated 7 July 1999, the Amended
and Restated Programme Agreement dated 31 August 2000, the Amended and Restated Programme Agreement dated 31 August 2001, the Amended
and Restated Programme Agreement dated 27 September 2002, the Amended and Restated Programme Agreement dated 26 September 2003, the Amended
and Restated Programme Agreement dated 24 September 2004, the Amended and Restated Programme Agreement dated 30 September 2005,
the Amended and Restated Programme Agreement dated 28 September 2006, the Amended and Restated Programme Agreement dated 28 September
2007, the Amended and Restated Programme Agreement dated 26 September 2008, the Amended and Restated Programme Agreement dated 18 September
2009, the Amended and Restated Programme Agreement dated 17 September 2010, the Amended and Restated Programme Agreement dated 16 September
2011, the Amended and Restated Programme Agreement dated 14 September 2012, the Amended and Restated Programme Agreement dated 13 September
2013, the Amended and Restated Programme Agreement dated 12 September 2014, the Amended and Restated Programme Agreement dated 11 September
2015, the Amended and


 




     


     


    

Restated Programme
Agreement dated 9 September 2016, the Amended and Restated Programme Agreement dated 8 September 2017, the Amended and Restated Programme
Agreement dated 14 September 2018, the Amended and Restated Programme Agreement dated 13 September 2019 and the Amended and Restated
Programme Agreement dated 18 September 2020 entered into with the Dealers named therein pursuant to which any of the Issuers may issue
Euro Medium Term Notes in an aggregate nominal amount of up to €50,000,000,000, be amended and restated by the Issuers and each
of Merrill Lynch International, Australia and New Zealand Banking Group Limited (ABN 11 005 357 522), Banco Santander, S.A., Bank of
Montreal Europe Plc, Bank of Montreal, London Branch, Barclays Bank Ireland PLC, Barclays Bank PLC, Barclays Capital Asia Limited, BNP
Paribas, BofA Securities Europe SA, Canadian Imperial Bank of Commerce, London Branch, CIBC Capital Markets (Europe) S.A., Citigroup
Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Daiwa Capital Markets Europe Limited, HSBC Bank plc, HSBC
Continental Europe, ING Bank N.V., J.P. Morgan Securities plc, Lloyds Bank Corporate Markets plc, Lloyds Bank Corporate Markets Wertpapierhandelsbank
GmbH, Mizuho Securities Europe GmbH, Morgan Stanley & Co. International plc, MUFG Securities EMEA plc, MUFG Securities (Europe) N.V.,
Nomura Financial Products Europe GmbH, Nomura International plc, RBC Europe Limited, SMBC Nikko Capital Markets Europe GmbH, SMBC Nikko
Capital Markets Limited, Société Générale, TD Global Finance unlimited company, The Toronto-Dominion Bank
and UniCredit Bank AG (together, the Programme Dealers).


 


(B)       The
Issuers have entered into an amended and restated programme agreement dated 17 September 2021 with the Programme Dealers pursuant to
which any of the Issuers may issue Euro Medium Term Notes in an aggregate nominal amount of up to €60,000,000,000.


 


(C)       The
Issuers and the agents named therein entered into an amended and restated agency agreement dated 18 September 2020 (the Agency Agreement).
The parties hereto agree to make certain modifications to the Agency Agreement. This Agreement amends and restates the Agency Agreement.
Any Notes issued under the Programme on or after the date of this Agreement shall be issued with the benefit of the Agency Agreement
as so amended and restated.


 


1.       Definitions
And Interpretations


 


		(1)	The following
                                            expressions shall have the following meanings:



 


Agreement
Date means, with respect to any Note, the date on which agreement is reached for the issue of such Note as contemplated in Clause
2 of the Programme Agreement, which in the case of Notes issued on a syndicated basis shall be the date the applicable Syndicate Purchase
Agreement is signed by all parties;


 


Arranger
means Merrill Lynch International, or any other company appointed to the position of arranger for the Programme; and references in
this Agreement to the Arranger shall be references to all of them;


 


Bearer
Note means those of the Notes in bearer form;


 


CGN
means a Temporary Global Note being in the form or substantially in the form set out in Appendix B-1 hereto or a Permanent Global
Note being in the form or substantially in the form set out in Appendix B-2 hereto and in either case in respect of which the applicable
Final Terms indicate it is not a New Global Note;


 




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Clearing
System means Clearstream, Luxembourg and/or Euroclear and/or any other additional system or systems as is specified in the applicable
Final Terms;


 


Clearstream,
Luxembourg means Clearstream Banking S.A.;


 


Code
means the US Internal Revenue Code of 1986;


 


Conditions
means, in respect of any Series of Notes, the terms and conditions of the Notes of such Series, such terms and conditions being in
the form or substantially in the form set out in Appendix A hereto or in such other form, having regard to the terms of the relevant
Series, as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser or Purchasers from time to time, as amended
or supplemented by the applicable Final Terms;


 


Coupon
has the meaning ascribed thereto in the Conditions;


 


Dealer
means each of the Programme Dealers and any other entities appointed as dealers from time to time pursuant to the Programme Agreement;


 


Definitive
Bearer Note means a Bearer Note in definitive form being in the form or substantially in the form set out in Appendix B-3 hereto
(or in such other form as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser or Purchasers) issued or to
be issued by the relevant Issuer pursuant to this Agreement in exchange for the whole or (subject to the terms of the relevant Temporary
Global Note and/or Permanent Global Note) part of a Temporary Global and/or Permanent Global Note;


 


Definitive
Note means a Definitive Bearer Note and/or a Definitive Registered Note, as the context may require;


 


Definitive
Registered Note means a Registered Note in definitive form issued or, as the case may require, to be issued by TCCI pursuant to the
TCCI Note Agency Agreement or TMCC pursuant to the TMCC Note Agency Agreement in exchange for a Registered Global Note, such Note, if
issued by TCCI, being in the form or substantially in the form set out in Schedule 2 to the TCCI Note Agency Agreement (or in such other
form as may be agreed between TCCI, the TCCI Registrar, the TCCI Transfer Agent and the relevant Purchaser(s)) or if issued by TMCC,
being in the form or substantially in the form set out in Schedule 2 to the TMCC Note Agency Agreement (or in such other form as may
be agreed between TMCC, the TMCC Registrar, the TMCC Transfer Agent and the relevant Purchaser(s));


 


Established
Rate means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance
with applicable European Union regulations) into euro established by the Council of the European Union pursuant to Article 140 of the
Treaty;


 


EUR,
Euro, euro and € mean the currency introduced at the start of the third stage of European economic and monetary
union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as amended;


 


Euroclear
means Euroclear Bank SA/NV;


 


Euronext
Dublin means Irish Stock Exchange p.l.c. trading as Euronext Dublin;


 




    Page 3


     


    

European
Economic Area means the European Economic Area consisting of the Member States of the European Union and Iceland, Norway and Liechtenstein;


 


Eurosystem-eligible
Note means a Note which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable
Final Terms;


 


Exempt
Notes means Notes which are neither to be admitted to trading on (a) a regulated market for the purposes of Directive 2014/65/EU
in the European Economic Area or (b) a UK regulated market (as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018), nor offered in (i) the European Economic Area or (ii) in the UK, in circumstances
where a prospectus is required to be published under the Prospectus Regulation or the FSMA, respectively and includes unlisted Notes
and/or Notes not admitted to trading on any market;


 


FATCA
Withholding Tax means any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or
any withholding or deduction otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations, agreements or
undertakings thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another
jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement);


 


Final
Terms means the final terms issued in relation to each Tranche of Notes (substantially in the form of either Part A or Part B of
Annex B to the Procedures Memorandum) as a supplement to the Prospectus and giving details of that Tranche and, in relation to any particular
Tranche of Notes, applicable Final Terms means the Final Terms applicable to that Tranche;


 


FSMA
means the Financial Services and Markets Act 2000;


 


Global
Bearer Note means a Temporary Global Note or a Permanent Global Note (or such other form of global note in bearer form as may be
agreed between the relevant Issuer, the Agent and the relevant Purchaser(s) as indicated in the applicable Final Terms) representing
a certain number of underlying Notes (the Underlying Notes);


 


Global
Note means a Global Bearer Note or a Registered Global Note (or such other form of global note as may be agreed between the relevant
Issuer, the Agent (in the case of Bearer Notes), the TCCI Registrar (in the case of Registered Notes issued by TCCI), the TMCC Registrar
(in the case of Registered Notes issued by TMCC) and the relevant Purchaser(s) as indicated in the applicable Final Terms) representing
a certain number of Underlying Notes;


 


ISDA
Definitions means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc., as amended, supplemented
or updated from time to time;


 


Issue
Date means, in respect of any Note, the date of issue and purchase of such Note pursuant to Clause 2 of the Programme Agreement,
being in the case of any Note in the form of a Permanent Global Note or a Definitive Note, the same date as the date of issue of the
Temporary Global Note which initially represented such Note;


 




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Issue
Terms means the issue terms issued in relation to each Tranche of Exempt Notes (substantially in the form of Part C of Annex B of
the Procedures Memorandum) and giving details of that Tranche and, in relation to any particular Tranche of Notes, applicable Issue
Terms means the Issue Terms applicable to that Tranche;


 


Issuer
means each of TMF, TCCI, TFA and TMCC in its capacity as issuer of Notes; and references in this Agreement to the relevant Issuer
shall, in relation to any issue of Notes, be references to whichever of TMF, TCCI, TFA or TMCC is the issuer of such Notes; and references
to the Issuers shall be to all of TMF, TCCI, TFA and TMCC;


 


Listing
Agent means, in relation to any Notes which are, or are to be, listed on a Stock Exchange other than the London Stock Exchange, such
listing agent as the relevant Issuer may from time to time appoint for purposes of liaising with such Stock Exchange or other relevant
authority;


 


London
Stock Exchange means London Stock Exchange plc or such other body to which its functions have been transferred;


 


Member
State means a member state of the European Union;


 


New
Global Note means a Temporary Global Note being in the form or substantially in the form set out in Appendix B-1 hereto or a Permanent
Global Note being in the form or substantially in the form set out in Appendix B-2 hereto and in either case in respect of which the
applicable Final Terms indicate it is a New Global Note;


 


Note
means a note issued or to be issued by the relevant Issuer pursuant to the Programme Agreement, other than a Note which will form
a single Series with any Notes issued by any Issuer prior to the date of this Agreement, which Note may be represented by a Global Note
or a Definitive Note;


 


Noteholders
means the several persons who are for the time being holders of outstanding Notes (being in the case of Bearer Notes, the bearers
thereof and, in the case of Registered Notes, the several persons whose names are entered in the register of holders of such Notes as
the holders thereof) save that, in respect of Notes of any Series, for so long as such Notes or any part thereof are represented by a
Global Note, each person who is for the time being shown in the records of Euroclear, Clearstream, Luxembourg or such other applicable
clearing agency as the holder of a particular nominal amount of such Notes (other than a clearing agency (including Clearstream, Luxembourg
and Euroclear) that is itself an account holder of Clearstream, Luxembourg, Euroclear or any other applicable clearing agency for a Series
of Notes) (in which regard any certificate or other document issued by Euroclear, Clearstream, Luxembourg or such other applicable clearing
agency as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes
save in the case of manifest error) shall be treated by the relevant Issuer, the Agent and any other Paying Agent or (in the case of
Registered Notes issued by TCCI) by the TCCI Registrar and the TCCI Transfer Agent or (in the case of Registered Notes issued by TMCC)
by the TMCC Registrar and the TMCC Transfer Agent as a holder of such nominal amount of such Notes for all purposes other than for the
payment of principal (including premium (if any)) or interest on such Notes, the right to which shall be vested, as against the relevant
Issuer, the Agent and any other Paying Agent or (in the case of Registered Notes issued by TCCI) the TCCI Registrar and the TCCI Transfer
Agent or (in the case of Registered Notes issued by


 




    Page 5


     


    

TMCC)
the TMCC Registrar and the TMCC Transfer Agent, in the case of Bearer Notes, solely in the bearer of the Global Note and, in the case
of Registered Notes, solely in the person whose name is entered in the register of holders of such Notes as the holder of the Global
Note in accordance with and subject to its terms (and the expressions Noteholder, holder of Notes and related expressions
shall be construed accordingly);


 


outstanding
means, in relation to the Notes of all or any Series, all the Notes (or all the Notes of that or those Series) issued other than
(a) those which have been redeemed in full in accordance with this Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency
Agreement or the Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred and
the redemption moneys therefor (including all interest (if any) accrued thereon to the date for such redemption and any interest (if
any) payable under the Conditions after such date) have been duly paid to the Agent as provided herein or (in the case of Registered
Notes issued by TCCI) to the TCCI Registrar or the TCCI Transfer Agent or (in the case of Registered Notes issued by TMCC) to the TMCC
Registrar or the TMCC Transfer Agent (and, where appropriate, notice has been given to the Noteholders in accordance with Condition 16)
and remain available for payment against presentation of Notes, (c) those Notes which have become void under Condition 8, (d) those Notes
which have been purchased or otherwise acquired and cancelled as provided in Condition 6 and those which have been purchased or otherwise
acquired and are being held by the relevant Issuer for subsequent resale or reissuance as provided in Condition 6 during the time so
held, (e) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes pursuant to Condition 10, (f)
(for the purposes only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those
Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued pursuant to Condition
10 and (g) Temporary Global Notes to the extent that they shall have been duly exchanged in whole for Permanent Global Notes or Definitive
Notes and Permanent Global Notes or Registered Global Notes to the extent that they shall have been duly exchanged in whole for Definitive
Notes, in each case pursuant to their respective provisions;


 


Permanent
Global Note means a permanent global Bearer Note in the form or substantially in the form set out in Appendix B-2 hereto (or in such
other form as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser(s)) comprising some or all of the Notes
of the same Series, issued or to be issued by the relevant Issuer either in exchange for the whole or part of a Temporary Global Note
issued in respect of the Notes of the same Tranche or initially representing the Notes;


 


Procedures
Memorandum means the non-binding Operating and Administrative Procedures Memorandum set out in Appendix D hereto as amended or varied
from time to time, in respect of any Tranche, by agreement between the relevant Issuer and the Purchaser of such Tranche with the approval
in writing of the Agent;


 


Programme
means the Euro Medium Term Note Programme provided for by the Programme Agreement;


 


Programme
Agreement means the Amended and Restated Programme Agreement dated 17 September 2021 between the Issuers and the Programme Dealers
concerning the purchase of Notes to be issued by any Issuer;


 




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Prospectus
means the Prospectus relating to the Programme as revised, supplemented, amended or updated from time to time in accordance with
Clause 5.2 of the Programme Agreement, including any documents which are from time to time incorporated therein by reference but excluding
all information incorporated by reference in any such documents and excluding any information or statement otherwise included in any
such documents which is or might be considered to be forward looking and excluding any excluded information as may be defined in the
Prospectus, including, in relation to each Tranche of Notes, the applicable Final Terms relating to such Tranche;


 


Prospectus
Regulation means Regulation (EU) 2017/1129;


 


Purchaser
means any Dealer or any third party other than a dealer (as defined in Section 2(12) of the Securities Act), who agrees to purchase
Notes pursuant to the Programme Agreement and references to a relevant Purchaser shall, in relation to any Note, be references to the
Purchaser with whom the relevant Issuer has agreed the issue and purchase of such Note;


 


Registered
Global Note means a Global Note, if issued by TCCI, being in the form or substantially in the form set out in Schedule 1 to the TCCI
Note Agency Agreement (or in such other form as may be agreed between TCCI, the TCCI Registrar, the TCCI Transfer Agent and the relevant
Purchaser(s)), or if issued by TMCC, being in the form or substantially in the form set out in Schedule 1 to the TMCC Note Agency Agreement
(or such other form as may be agreed between TMCC, the TMCC Registrar, the TMCC Transfer Agent and the relevant Purchaser(s));


 


Registered
Note means a Note in registered form issued or to be issued by TCCI or TMCC;


 


Relevant
Account Holder means any account holder with the Relevant Clearing System which has Underlying Notes (as defined in the definition
of “Global Bearer Note”) credited to its securities account from time to time;


 


Relevant
Clearing System means one or more Clearing Systems;


 


Relevant
Time means the time at which a Global Note becomes void in the circumstances which are specified in that Global Note;


 


Securities
Act means the Securities Act of 1933 of the United States;


 


Series
means each original issue of Notes together with any further issues expressed to form a single series with the original issue and
the terms of which (save for the Issue Date, the amount and date of the first payment of interest thereon and/or the Issue Price (as
indicated in the applicable Final Terms)) are identical (including Maturity Date, Interest Basis, Redemption/Payment Basis and Interest
Payment Dates (if any) (as indicated in the applicable Final Terms) and whether or not the Notes are admitted to trading); and the expressions
Notes of the relevant Series and related expressions shall be construed accordingly;


 


Specified
Currency means the currency (which expression shall include euro and other currency units) in which Notes are denominated;


 




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Stock
Exchange means the London Stock Exchange, Euronext Dublin or any other or further stock exchange(s) on which any Notes may from time
to time be listed or admitted to trading, as the case may be; and references in this Agreement to the relevant Stock Exchange
shall, in relation to any Notes, be references to the Stock Exchange on which such Notes are from time to time, or are intended to be,
listed or admitted to trading;


 


Talon
has the meaning ascribed thereto in the Conditions;


 


TARGET2
system means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) system or any successor thereto;


 


Temporary
Global Note means a temporary global Bearer Note being in the form or substantially in the form set out in Appendix B-1 hereto (or
in such other form as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser(s)) comprising some or all of the
Notes of the same Series issued or to be issued by the relevant Issuer pursuant to the Programme Agreement or any other agreement between
the relevant Issuer and the relevant Purchaser(s);


 


TCCI
Note Agency Agreement means the Amended and Restated Note Agency Agreement of 17 September 2021 herewith between TCCI, BNY Trust
Company of Canada, The Bank of New York Mellon SA/NV, Luxembourg Branch and the Agent relating to Registered Notes issued by TCCI;


 


TCCI
Registrar means, in relation to any Series of Registered Notes issued by TCCI, BNY Trust Company of Canada as registrar, paying agent
and transfer agent and in respect of any Series of Registered Notes settled or cleared in Euroclear and/or Clearstream, Luxembourg, The
Bank of New York Mellon SA/NV, Luxembourg Branch as registrar and transfer agent under the TCCI Note Agency Agreement and any successor
registrar, paying agent and transfer agent appointed by TCCI in accordance with such TCCI Note Agency Agreement;


 


TCCI
Transfer Agent means in relation to any Series of Registered Notes issued by TCCI, the Agent as transfer agent and paying agent under
the TCCI Note Agency Agreement and any successor transfer agent and paying agent appointed by TCCI in accordance with the TCCI Note Agency
Agreement;


 


TMCC
Note Agency Agreement means the Amended and Restated Note Agency Agreement of 17 September 2021 herewith between TMCC, The Bank of
New York Mellon SA/NV, Luxembourg Branch and the Agent relating to Registered Notes issued by TMCC;


 


TMCC
Registrar means, in relation to any Series of Registered Notes issued by TMCC, The Bank of New York Mellon SA/NV, Luxembourg Branch
as registrar and transfer agent under the TMCC Note Agency Agreement and any successor registrar and transfer agent appointed by TMCC
in accordance with such TMCC Note Agency Agreement;


 


TMCC
Transfer Agent means in relation to any Series of Registered Notes issued by TMCC, the Agent as transfer agent and paying agent under
the TMCC Note Agency Agreement and any successor transfer agent and paying agent appointed by TMCC in accordance with the TMCC Note Agency
Agreement;


 


Tranche
means all Notes of the same Series with the same Issue Date;


 




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Treaty
means the Treaty on the Functioning of the European Union, as amended;


 


UK
means the United Kingdom;


 


UK
Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018); and


 


U.S.$
and U.S. dollar mean the lawful currency for the time being of the United States.


 


		(2)	Terms and
                                            expressions (including the definitions of currencies or composite currencies) defined in
                                            the Conditions or Appendices hereto or used in the applicable Final Terms shall have the
                                            same meanings in this Agreement, except where the context requires otherwise.



 


		(3)	All references
                                            in this Agreement to the provisions of any statute, directive or regulation shall be deemed
                                            to be references to that statute, directive or regulation as from time to time modified,
                                            extended, amended or re-enacted.



 


		(4)	Any references
                                            to Notes shall, unless the context otherwise requires, include any Temporary Global Notes,
                                            Permanent Global Notes, Registered Global Notes and Definitive Notes.



 


		(5)	All references
                                            in this Agreement to an agreement, instrument or other document (including this Agreement,
                                            the Programme Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement,
                                            any Series of Notes and any Conditions appertaining thereto) shall be construed as a reference
                                            to that agreement, instrument or document as may be amended, modified, varied, supplemented
                                            or novated from time to time.



 


		(6)	Words denoting
                                            the singular number only shall include the plural number also and vice versa; words
                                            denoting the masculine gender only shall include the feminine gender also; and words denoting
                                            persons only shall include firms and corporations and vice versa.



 


		(7)	Any references
                                            herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits,
                                            except in relation to New Global Notes or Registered Notes intended to be held in a manner
                                            which would allow Eurosystem eligibility (being the new safekeeping structure (NSS)), be
                                            deemed to include a reference to any additional or alternative clearance system approved
                                            by the relevant Issuer, the relevant Purchaser(s) and either (in the case of Bearer Notes)
                                            the Agent or (in the case of Registered Notes issued by TCCI) the TCCI Registrar and the
                                            TCCI Transfer Agent or (in the case of Registered Noted issued by TMCC) the TMCC Registrar
                                            and the TMCC Transfer Agent.



 


		(8)	All references
                                            in this Agreement to a Directive include any relevant implementing measure of each Member
                                            State which has implemented such Directive.



 


		(9)	All references
                                            in this Agreement to applicable Final Terms shall be deemed to include a reference
                                            to applicable Issue Terms where relevant.



 




    Page 9


     


    

		(10)	As used
                                            herein, in relation to any Notes which are to have a “listing” or be “listed”
                                            (a) on the London Stock Exchange, listing or listed shall be construed to mean
                                            that such Notes have been admitted to the official list of the Financial Conduct Authority
                                            in accordance with the listing rules of the Financial Conduct Authority and admitted to trading
                                            on the London Stock Exchange’s main market and (b) on Euronext Dublin, listing
                                            or listed shall be construed to mean that such Notes have been admitted to Euronext
                                            Dublin’s official list in accordance with the listing rules of Euronext Dublin and
                                            admitted to trading on Euronext Dublin and (c) on any other Stock Exchange in a jurisdiction
                                            within the European Economic Area, listing and listed shall be construed to
                                            mean that the Notes have been admitted to trading on a market within that jurisdiction which
                                            is a regulated market for the purposes of the Markets in Financial Instruments Directive
                                            (Directive 2014/65/EU).



 


		(11)	Unless
                                            the contrary indication appears, a reference to the records of Euroclear and Clearstream,
                                            Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds
                                            for its customers which reflect the amount of such customer’s interests in the Notes.



 


		(12)	In this
                                            Agreement, unless the contrary intention appears, a reference to a document is a reference
                                            to that document as amended from time to time.



 


		(13)	For the
                                            purposes of this Agreement, the Notes of each Series shall form a separate series of Notes
                                            and accordingly, the provisions of this Agreement shall apply mutatis mutandis separately
                                            and independently to the Notes of each Series and in such provisions the expressions Notes,
                                            Noteholders, Coupons, Couponholders, Talons and Talonholders
                                            shall be construed accordingly.



 


		2.	APPOINTMENT OF AGENT AND PAYING
AGENTS



 


		(1)	The Agent
                                            is hereby appointed in a several capacity as agent of each of the Issuers, to act as issuing
                                            and principal paying agent, upon the terms and subject to the conditions set out below, for
                                            the purposes of, inter alia:



 


		(a)	completing,
                                            authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating
                                            (if required) and delivering Definitive Bearer Notes;



 


		(b)	giving effectuation
                                            instructions in respect of each Global Note which is a Eurosystem-eligible Note;



 


		(c)	exchanging
                                            Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case
                                            may be, in accordance with the terms of the Temporary Global Notes and, in respect of any
                                            such exchange (i) making all notations on Global Notes which are CGNs as required by their
                                            terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries
                                            in their records in respect of all Global Notes which are New Global Notes;



 


		(d)	exchanging
                                            Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the Permanent
                                            Global Notes and, in respect of any such exchange (i) making all notations on Permanent



 




    Page 10


     


    

Global
Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries
in their records in respect of all Permanent Global Notes which are New Global Notes;


 


		(e)	paying sums
                                            due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons
                                            in accordance with the terms of such Notes and (i) making all notations on Global Notes which
                                            are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg
                                            to make appropriate entries in their records in respect of all Global Notes which are New
                                            Global Notes;



 


		(f)	unless otherwise
                                            specified in the applicable Final Terms, determining the interest and/or other amounts payable
                                            in respect of the Notes in accordance with the Conditions;



 


		(g)	arranging
                                            on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the
                                            relevant Stock Exchanges;



 


		(h)	ensuring that
                                            all necessary action is taken to comply with the periodic reporting and notification requirements
                                            of the Ministry of Finance of Japan (including any monthly reports or such other reports
                                            as may be required) and other applicable Japanese authorities, or any other competent authority
                                            of any relevant currency with respect to the Notes to be issued under the Programme;



 


		(i)	receiving
                                            notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency
                                            relating to the certificates of non-U.S. beneficial ownership of Bearer Notes;



 


		(j)	determining
                                            and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency
                                            the applicable Exchange Date; and



 


		(k)	performing
                                            all other obligations and duties imposed upon it by the Conditions and this Agreement.



 


		(2)	Any of the
                                            duties and obligations of the Agent in its capacity of issuing and principal paying agent
                                            set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1)
                                            may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a
                                            particular Series of Notes to a third party, provided such third party’s performance
                                            is subject to the overall supervision and control of the Agent.



 


		(3)	Each Paying
                                            Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, and
                                            each Paying Agent agrees to act in a several capacity as paying agent of each of the Issuers,
                                            upon the terms and subject to the conditions set out below, for the purposes of paying sums
                                            due on Notes and Coupons and performing all other obligations and duties imposed upon it
                                            by the Conditions and this Agreement.



 


		(4)	In relation
                                            to each issue of Eurosystem-eligible Notes, each relevant Issuer hereby authorises and instructs
                                            the Agent to elect Euroclear as common



 




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safekeeper.
From time to time, each such Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election
is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in
relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it.


 


		(5)	Where the
                                            Agent delivers any authenticated Global Note to a common safekeeper for effectuation using
                                            electronic means, it is authorised and instructed to destroy the Global Note retained by
                                            it following its receipt of confirmation from the common safekeeper that the relevant Global
                                            Note has been effectuated.



 


		3.	ISSUE OF TEMPORARY GLOBAL NOTES



 


		(1)	Subject
                                            to Subclause 3(2), following receipt of the applicable Final Terms signed by the relevant
                                            Issuer with respect of an issue of Notes in accordance with the provisions of the Procedures
                                            Memorandum set out in Appendix D hereto (as from time to time varied, with the prior approval
                                            of the Agent, by the relevant Issuer and the relevant Purchaser or Purchasers of the Notes
                                            of such issue), the Agent will take the steps required of the Agent in the Procedures Memorandum.
                                            For this purpose the Agent is authorised on behalf of the relevant Issuer:



 


		(a)	to prepare
                                            a Temporary Global Note or Temporary Global Notes containing the relevant Conditions and
                                            to complete, in accordance with such Final Terms, the necessary details on such Temporary
                                            Global Note(s) and attach a copy of the applicable Final Terms to such Temporary Global Note;



 


		(b)	to authenticate
                                            such Temporary Global Note(s);



 


		(c)	if the Temporary
                                            Global Note(s) is/are a CGN, to deliver such Temporary Global Note(s) (i) to the specified
                                            common depositary of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing
                                            agency as is specified in the applicable Final Terms against receipt from such common depositary
                                            of confirmation that such common depositary is holding the Temporary Global Note(s) in safe
                                            custody for the account of Euroclear, Clearstream, Luxembourg or such other applicable clearing
                                            agency and to instruct Euroclear, Clearstream, Luxembourg and/or such other applicable clearing
                                            agency (as the case may be) to credit the Notes represented by such Temporary Global Notes(s),
                                            unless otherwise agreed in writing between the Agent and the relevant Issuer, to the Agent’s
                                            distribution account, or (ii) as otherwise agreed in writing between the relevant Issuer
                                            and the Agent;



 


		(d)	if the Temporary
                                            Global Note(s) is/are a New Global Note, to deliver such Temporary Global Note(s) to the
                                            specified common safekeeper of Euroclear and Clearstream, Luxembourg against receipt from
                                            such common safekeeper of confirmation that such common safekeeper is holding the Temporary
                                            Global Note(s) in safe custody for the account of Euroclear and Clearstream, Luxembourg and,
                                            in the case of a



 




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Temporary
Global Note which is a Eurosystem-eligible Note, to instruct the common safekeeper to effectuate the same; and


 


		(e)	if the Temporary
                                            Global Note(s) is/are a New Global Note, to instruct Euroclear and Clearstream, Luxembourg
                                            to make the appropriate entries in their records to reflect the initial outstanding aggregate
                                            nominal amount of the relevant Tranche of Notes.



 


		(2)	The Agent
                                            shall only be required to perform its obligations under Subclause 3(1) if it holds a master
                                            Temporary Global Note duly executed by a person or persons authorised to execute the same
                                            on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing
                                            Temporary Global Note(s) in accordance with Subclause 3(1)(a).



 


		(3)	The Agent
                                            shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency
                                            with the notifications, instructions or other information to be given by the Agent to Euroclear,
                                            Clearstream, Luxembourg and/or such other applicable clearing agency.



 


		(4)	Any of the
                                            duties and obligations of the Agent set forth in this Clause 3 may, with the consent of the
                                            relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to
                                            a third party, provided such third party’s performance is subject to the overall supervision
                                            and control of the Agent.



 


		4.	ISSUE OF PERMANENT GLOBAL NOTES



 


		(1)	Subject
                                            to Subclause 4(2), upon the occurrence of any event which pursuant to the terms of a Temporary
                                            Global Note requires the issue of a Permanent Global Note, the Agent shall issue a Permanent
                                            Global Note in accordance with the terms of the Temporary Global Note. For this purpose the
                                            Agent is authorised on behalf of the relevant Issuer:



 


		(a)	in the case
                                            of the first Tranche of any Series of Notes, to prepare a Permanent Global Note containing
                                            the relevant Conditions and to complete, in accordance with the terms of the Temporary Global
                                            Note, the necessary details on such Permanent Global Note and attach a copy of the applicable
                                            Final Terms to such Permanent Global Note;



 


		(b)	in the case
                                            of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note;



 


		(c)	in the case
                                            of the first Tranche of any Series of Notes (i) where the Temporary Global Note is a CGN
                                            and is being held by a common depositary as aforesaid, to deliver such Permanent Global Note
                                            to the specified common depositary that is holding the Temporary Global Note for the time
                                            being on behalf of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing
                                            agency as is specified in the applicable Final Terms in exchange for such Temporary Global
                                            Note or, in the case of a partial exchange, after noting the details of such exchange in
                                            the appropriate spaces on both the Temporary Global Note and the Permanent Global Note, and
                                            in either case against receipt from the common depositary of



 




    Page 13


     


    

confirmation
that such common depositary is holding the Permanent Global Note in safe custody for the account of Euroclear, Clearstream, Luxembourg
and/or such other applicable clearing agency (as the case may be); or (ii) where the Temporary Global Note is a CGN and is not being
held by a common depositary, as otherwise agreed in writing between the relevant Issuer and the Agent;


 


		(d)	in the case
                                            of the first Tranche of any Series of Notes where the Temporary Global Note is a New Global
                                            Note, to deliver such Permanent Global Note to the specified common safekeeper that is holding
                                            the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear
                                            and/or Clearstream, Luxembourg in exchange for such Temporary Global Note against receipt
                                            from the common safekeeper of confirmation that such common safekeeper is holding the Permanent
                                            Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg,
                                            and, in the case of a Permanent Global Note which is a Eurosystem-eligible Note, to instruct
                                            the common safekeeper to effectuate the same and to hold it on behalf of the relevant Issuer
                                            pending its exchange for the Temporary Global Note;



 


		(e)	in the case
                                            of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to
                                            attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the
                                            relevant Series and to enter details of any exchange in whole or part as stated above; and



 


		(f)	in the case
                                            of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a New Global
                                            Note, to deliver the applicable Final Terms to the specified common safekeeper for attachment
                                            to the Permanent Global Note applicable to the relevant Series.



 


		(2)	The Agent
                                            shall only be required to perform its obligations under Subclause 4(l) if it holds a master
                                            Permanent Global Note duly executed by a person or persons authorised to execute the same
                                            on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing
                                            Permanent Global Notes in accordance with Subclause 4(1)(a).



 


		(3)	The Agent
                                            shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency
                                            with the notifications, instructions or other information to be given by the Agent to Euroclear,
                                            Clearstream, Luxembourg and/or such other applicable clearing agency.



 


		(4)	Any of the
                                            duties and obligations of the Agent set forth in this Clause 4 may, with the consent of the
                                            relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to
                                            a third party, provided such third party’s performance is subject to the overall supervision
                                            and control of the Agent.



 




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		5.	ISSUE OF DEFINITIVE BEARER NOTES



 


		(1)	The Agent
                                            shall deliver the relevant Definitive Bearer Note(s) in accordance with the terms of the
                                            relevant Temporary Global Note or the relevant Permanent Global Note where such Temporary
                                            Global Note or Permanent Global Note (as the case may be) is to be exchanged for one or more
                                            Definitive Bearer Note(s). For this purpose, the Agent is hereby authorised on behalf of
                                            the relevant Issuer:



 


		(a)	to authenticate
                                            or arrange for authentication on its behalf (if so instructed by the relevant Issuer) of
                                            such Definitive Bearer Note(s); and



 


		(b)	to deliver
                                            such Definitive Bearer Note(s) to or to the order of Euroclear, Clearstream, Luxembourg and/or
                                            such other applicable clearing agency as is specified in the applicable Final Terms either
                                            in exchange for such Global Note or, in the case of a partial exchange, if it is a CGN, on
                                            entering details of any partial exchange of the Global Note in the relevant space in Schedule
                                            Two of such Global Note, or, if it is a New Global Note, on Euroclear and Clearstream, Luxembourg
                                            making the appropriate entries in their records to reflect such exchange; provided that the
                                            Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note
                                            for Definitive Bearer Notes if the Notes which continue to be represented by such Permanent
                                            Global Note are regarded as fungible by Euroclear, Clearstream, Luxembourg and/or such other
                                            applicable clearing agency with the Definitive Bearer Notes issued in partial exchange therefor.



 


The Agent
shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Bearer Note(s) in accordance with the provisions
of a Global Note (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be
exchanged in connection therewith).


 


		(2)	The relevant
                                            Issuer undertakes to deliver to the Agent, pursuant to a request for the issue of Definitive
                                            Bearer Notes under the terms of the relevant Global Note, sufficient numbers of executed
                                            Definitive Bearer Notes to enable the Agent to comply with its obligations under this Clause
                                            5.



 


		(3)	Any of the
                                            duties and obligations of the Agent set forth in this Clause 5 may, with the consent of the
                                            relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to
                                            a third party, provided such third party’s performance is subject to the overall supervision
                                            and control of the Agent.



 


		6.	EXCHANGES



 


Upon
any exchange of all or a portion of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for Definitive
Bearer Notes or upon any exchange of all or a portion of an interest in a Permanent Global Note for Definitive Bearer Notes, the Agent
shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed to reflect the reduction of, or increase in (as the
case may be), its nominal amount by the aggregate nominal amount so exchanged and, where


 




    Page 15


     


    

applicable,
the Permanent Global Note shall be endorsed by or on behalf of the Agent to reflect the increase in its nominal amount as a result of
any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is a New Global Note, instruct
Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full,
the holder of an interest in any Global Note shall in all respects be entitled to the same benefits as the holder of Definitive Bearer
Notes and Coupons authenticated and delivered hereunder, subject as set out in the Conditions and the relevant Global Note. The Agent
is hereby authorised on behalf of the relevant Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or
to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented thereby by the
amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented
by it and, in either case, to sign in the relevant space on the relevant Global Note recording such exchange and reduction or increase;
(b) in the case of any Global Note which is a New Global Note, to instruct Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records to reflect such exchange; and (c) in the case of a total exchange, to cancel or arrange for the cancellation
of the relevant Global Note. Any of the duties and obligations of the Agent set forth in this Clause 6 may, with the consent of the relevant
Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance
is subject to the overall supervision and control of the Agent.


 


		7.	TERMS OF ISSUE



 


		(1)	The Agent
                                            shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes
                                            delivered to and held by it under this Agreement to be maintained in safe custody and shall
                                            ensure that such Notes are issued only in accordance with the provisions of this Agreement
                                            and the relevant Global Note and Conditions.



 


		(2)	Subject
                                            to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1)
                                            the Agent is entitled to treat a telephone or facsimile communication from a person purporting
                                            to be (and who the Agent, after making reasonable investigation, believes in good faith to
                                            be) the authorised representative of the relevant Issuer named in the list referred to in,
                                            or notified pursuant to, Subclause 19(7) as sufficient instructions and authority of the
                                            relevant Issuer for the Agent to act in accordance with Subclause 7(1).



 


		(3)	In the event
                                            that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master
                                            Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in
                                            accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7), the
                                            Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that
                                            person do not constitute valid and binding obligations of the relevant Issuer or otherwise
                                            until replacements have been provided to the Agent) continue to have authority to issue any
                                            such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless
                                            notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly
                                            upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with
                                            replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable)
                                            Definitive Bearer Notes and the



 




    Page 16


     


    

Agent shall
cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held
by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying
the Notes so cancelled and destroyed.


 


		(4)	Unless otherwise
                                            agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s
                                            distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes
                                            in CGN form, such other applicable clearing agency) following the delivery of a Temporary
                                            Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the
                                            case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d),
                                            respectively, shall be held to the order of the relevant Issuer. The Agent shall procure
                                            that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is:



 


		(a)	debited from
                                            the Agent’s distribution account; and



 


		(b)	credited to
                                            the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the
                                            case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead
                                            Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix
                                            D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of
                                            the purchase price due from the relevant Purchaser in respect of such Notes.



 


		(5)	Unless otherwise
                                            agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date
                                            a Purchaser does not pay the full purchase price due from it in respect of any Note (the
                                            Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s
                                            distribution account with Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes
                                            in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will
                                            continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall
                                            notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase
                                            price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant
                                            Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of
                                            such Defaulted Note.



 


		(6)	Unless otherwise
                                            agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount
                                            (the Advance) to the relevant Issuer on the basis that a payment (the Payment)
                                            will be received from a Purchaser and if the Payment is not received by the Agent on the
                                            date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile
                                            that the Payment has not been received and the relevant Issuer shall repay to the Agent the
                                            Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from
                                            (and including) the date such Advance is made to (but excluding) the earlier of repayment
                                            of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by
                                            the Agent as its cost of funding the Advance provided that evidence of the basis of such
                                            rate is given to the relevant Issuer).



 




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		(7)	In the event
                                            of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in
                                            any event prior to the Issue Date in respect of such issue, send the applicable Final Terms
                                            to the relevant Stock Exchange.



 


		(8)	Execution
                                            in facsimile of any Notes and any photostatic copying or other duplication of the master
                                            Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed
                                            manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant
                                            Issuer in the same manner as if such Notes were signed manually by such signatories.



 


		8.	PAYMENTS



 


		(1)	The Agent
                                            shall advise the relevant Issuer, no later than ten Business Days (as defined in Subclause
                                            8(2)) immediately preceding the date on which any payment is to be made to the Agent pursuant
                                            to this Subclause 8(1), of the payment amount, value date and payment instructions and the
                                            relevant Issuer shall on each date on which any payment in respect of any Bearer Notes becomes
                                            due, transfer to an account specified by the Agent not later than (unless otherwise agreed
                                            between the relevant Issuer and the Agent) the Payment Time such amount in the relevant currency
                                            as shall be sufficient for the purposes of such payment in funds settled through such payment
                                            system as the Agent and the relevant Issuer may agree. As used in this Subclause 8(1), the
                                            term Payment Time means (unless otherwise agreed between the relevant Issuer and the
                                            Agent) 2:00 p.m. local time in the principal financial centre of the country of the currency
                                            in which the payment falls is to be made (which in the case of payment of euro is London).
                                            Unless otherwise provided in the applicable Final Terms, the principal financial centre of
                                            any country for the purposes of this Subclause 8(1) shall be as provided in the ISDA Definitions
                                            on the Issue Date of such Series of Bearer Notes (except if the Specified Currency is Australian
                                            dollars or New Zealand dollars the principal financial centre shall be Sydney or Auckland,
                                            respectively).



 


		(2)	The relevant
                                            Issuer shall ensure that, no later than the third Business Day immediately preceding the
                                            date on which any payment is to be made to the Agent pursuant to Subclause 8(1), the Agent
                                            shall receive a confirmation from the relevant Issuer that such payment will be made. For
                                            the purposes of this Clause 8, Business Day has the meaning given to it in Condition
                                            4(b).



 


		(3)	The Agent
                                            shall ensure that payments of both principal and interest in respect of Temporary Global
                                            Notes will be made only to the extent that certificates of non-U.S. beneficial ownership
                                            as required by U.S. Treasury regulations have been received from Euroclear and/or Clearstream,
                                            Luxembourg in accordance with the terms thereof (and the Agent shall retain each such certification
                                            on behalf of the relevant Issuer for four calendar years following the year in which the
                                            certification is received); provided, however, that no such certification will be required
                                            with respect to Notes that, as specified in the applicable Final Terms (i) have been issued
                                            in reliance on United States Treasury regulation Section 1.163-5(c)(2)(i)(C) (“TEFRA
                                            C”) or (ii) have an initial maturity of 183 days or less (taking into consideration
                                            unilateral rights to roll or extend), a minimum denomination of $500,000 (or the equivalent
                                            value in any other currency, determined at the spot rate on the date of issue) and are intended
                                            to comply with United States Treasury Regulations Section 1.6049-5(b)(10).



 




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		(4)	The Agent
                                            shall pay interest on the Notes only outside the United States and its possessions, within
                                            the meaning of United States Treasury regulation Section 1.163-5(c)(2)(v). No interest on
                                            Notes issued by TMCC shall be paid into an account maintained by the payee in the United
                                            States or mailed to an address in the United States unless otherwise permitted in the Conditions.



 


		(5)	Subject
                                            to the Agent being satisfied in its sole discretion that payment will be duly made as provided
                                            in Subclause 8(1), the Agent or the relevant Paying Agent shall pay or cause to be paid all
                                            amounts due in respect of the Bearer Notes on behalf of the relevant Issuer in the manner
                                            provided in the Conditions. If any payment provided for in Subclause 8(1) is made late but
                                            otherwise in accordance with the provisions of this Agreement, the Agent and each Paying
                                            Agent shall nevertheless make payments in respect of the Bearer Notes as aforesaid following
                                            receipt by it of such payment.



 


		(6)	If for any
                                            reason the Agent considers in its sole discretion that the amounts to be received by the
                                            Agent pursuant to Subclause 8(1) will be, or the amounts actually received by it pursuant
                                            thereto are, insufficient to satisfy all claims in respect of all payments then falling due
                                            in respect of the Bearer Notes, the Agent shall then forthwith notify the relevant Issuer
                                            of such insufficiency and, until such time as the Agent has received the full amount of all
                                            such payments, neither the Agent nor any Paying Agent shall be obliged to pay any such claims.



 


		(7)	Without
                                            prejudice to Subclauses 8(5) and 8(6), if the Agent pays any amounts to the holders of Bearer
                                            Notes or Coupons or to any Paying Agent at a time when it has not received payment in full
                                            in respect of the relevant Bearer Notes in accordance with Subclause 8(1) (the excess of
                                            the amounts so paid over the amounts so received being the Shortfall), the relevant
                                            Issuer shall, in addition to paying amounts due under Subclause 8(1), pay to the Agent on
                                            demand interest (at a rate which represents the Agent’s actual overnight cost of funding
                                            the Shortfall as evidenced to the relevant Issuer by the provision of details of the calculation
                                            of the cost of funding) on the Shortfall (or the unreimbursed portion thereof) from (and
                                            including) the date such Shortfall is paid by the Agent to the holders of the Bearer Notes
                                            or Coupons or to any Paying Agent to (but excluding) the date of receipt in full by the Agent
                                            of the Shortfall. The Agent shall notify the relevant Issuer by facsimile as soon as practicable,
                                            it being understood that the relevant Issuer shall have the right to make such payment subsequently
                                            with good value as of such Business Day.



 


		(8)	The Agent
                                            shall on demand promptly reimburse each Paying Agent for payments in respect of Bearer Notes
                                            properly made by such Paying Agent in accordance with this Agreement and the Conditions unless
                                            the Agent has notified the Paying Agent, prior to the opening of business in the location
                                            of the office of the Paying Agent through which payment in respect of the Bearer Notes can
                                            be made on the due date of a payment in respect of the Bearer Notes, that the Agent does
                                            not expect to receive sufficient funds to make payment of all amounts falling due in respect
                                            of such Bearer Notes.



 


		(9)	Whilst any
                                            Bearer Notes are represented by Temporary Global Notes or Permanent Global Notes, all payments
                                            due in respect of such Notes shall be made to, or to the order of, the holder of the Global
                                            Notes, subject to and in accordance with the provisions of the Global Notes. On the occasion
                                            of any such payment, (i) in the case of a CGN, the Paying Agent to which the Global



 




    Page 19


     


    

Note was
presented for the purpose of making such payment shall cause the relevant Schedule to the Global Notes to be annotated so as to evidence
the amounts and dates of such payments of principal and/or interest as applicable or (ii) in the case of any Global Note which is a New
Global Note, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such
payment.


 


		(10)	If the
                                            amount of principal and/or interest then due for payment is not paid in full (otherwise than
                                            by reason of (a) FATCA Withholding Tax or (b) any other deduction required by law to be made
                                            therefrom), (i) the Paying Agent to which a Temporary Global Note or Permanent Global Note
                                            is presented for the purpose of making such payment shall, unless the Note is a New Global
                                            Note, make a record of such shortfall on the relevant Schedule to the Global Note and such
                                            record shall, in the absence of manifest error, be prima facie evidence that the payment
                                            in question has not to that extent been made or (ii) in the case of any Global Note which
                                            is a New Global Note, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make
                                            appropriate entries in their records to reflect such shortfall in payment.



 


		(11)	Each Paying
                                            Agent shall be entitled to deduct any applicable FATCA Withholding Tax and shall have no
                                            obligation to gross-up any payment hereunder or to pay any additional amount as a result
                                            of such applicable FATCA Withholding Tax.



 


		(12)	If the
                                            relevant Issuer reasonably determines that it will be required to withhold or deduct any
                                            FATCA Withholding Tax in connection with any payment due on any Notes, then the relevant
                                            Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees
                                            fit in order that the payment may be made without FATCA Withholding Tax provided that any
                                            such re-direction or reorganisation of any payment is made through a recognised institution
                                            of international standing and such payment is otherwise made in accordance with this Agreement.



 


		9.	DETERMINATIONS AND NOTIFICATIONS
IN RESPECT OF NOTES



 


		(1)	The Agent
                                            shall make all such determinations and calculations (howsoever described) as it is required
                                            to do under the Conditions, all subject to and in accordance with the Conditions provided
                                            that certain calculations with respect to any Series of Notes may be made by an agent (the
                                            Calculation Agent) appointed by the relevant Issuer and acceptable to the Agent. The
                                            Agent may decline to act in the capacity described above in relation to a particular Series
                                            of Notes if (i) the Agent does not have the capacity to determine the rate of interest or
                                            redemption amount or any other calculation to be made in relation to such Series of Notes
                                            and (ii) such decision to decline is notified to the relevant Issuer by the Agent as soon
                                            as reasonably practicable after receipt by the Agent of the terms of such Series of Notes
                                            and, in any event, prior to the issue of such Series of Notes.



 


		(2)	The Agent
                                            shall not be responsible to any Issuer or to any third party (except in the event of negligence,
                                            wilful default or bad faith) as a result of the Agent having acted on any quotation given
                                            by any Reference Bank (as referred to in Condition 4(b)(iv)(E)) which subsequently may be
                                            found to be incorrect.



 




    Page 20


     


    

		(3)	The Agent
                                            shall promptly notify (and confirm in writing to) the relevant Issuer, the other Paying Agents,
                                            (in the case of Registered Notes issued by TCCI) the TCCI Registrar and the TCCI Transfer
                                            Agent, (in the case of Registered Notes issued by TMCC) the TMCC Registrar and the TMCC Transfer
                                            Agent and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock
                                            Exchange (or other relevant authority) of, inter alia, each Rate of Interest, Interest
                                            Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged
                                            to determine or calculate under the Conditions as soon as practicable after the determination
                                            thereof (and in any event no later than the tenth Business Day (as defined in Clause 8) immediately
                                            preceding the date on which any payment is to be made to the Agent pursuant to Subclause
                                            8(1)) and of any subsequent amendment thereto pursuant to the Conditions.



 


		(4)	The Agent
                                            shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest
                                            Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate
                                            under the Conditions (or which is provided to the Agent by any other Calculation Agent appointed
                                            by the relevant Issuer as provided in Subclause 9(1)) to be published as required in accordance
                                            with the Conditions as soon as possible after their determination or calculation.



 


		(5)	If the Agent
                                            does not at any material time for any reason determine and/or calculate and/or publish the
                                            Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest
                                            Period or any other amount, rate or date as provided in this Clause 9, it shall forthwith
                                            notify the relevant Issuer, the other Paying Agents, (in the case of Registered Notes issued
                                            by TCCI) the TCCI Registrar and the TCCI Transfer Agent and (in the case of Registered Notes
                                            issued by TMCC) the TMCC Registrar and the TMCC Transfer Agent of such fact.



 


		(7)	For purposes
                                            of monitoring the aggregate nominal amount of Notes (as “Notes” is defined in
                                            the Programme Agreement) issued and outstanding (as “outstanding” is defined
                                            in the Programme Agreement) under the Programme, the Agent shall determine the euro equivalent
                                            of the nominal amount of each issue of Notes (as “Notes” is defined in the Programme
                                            Agreement) denominated in a Specified Currency, other than euros as follows:



 


		(a)	the EUR equivalent
                                            of Notes denominated in a Specified Currency other than EUR shall be determined by the Agent
                                            as of 2:30 p.m. London time on the Issue Date for such Notes by reference to the spot rate
                                            displayed on a page on the relevant Reuters service or Dow Jones Markets Limited or such
                                            other service as is agreed between the Agent and the relevant Issuer from time to time;



 


		(b)	the EUR equivalent
                                            of Notes that are linked to an index or formula (Index Linked Notes), or where payment obligations
                                            under such Notes are denominated in more than one currency (Dual Currency Notes), shall be
                                            determined in the manner specified above in paragraph (a) by reference to the original nominal
                                            amount of such Notes; and



 




    Page 21


     


    

		(c)	the EUR equivalent
                                            of Zero Coupon Notes and other Notes issued at a discount shall be determined in the manner
                                            specified above in paragraph (a) by reference to the net proceeds received by the relevant
                                            Issuer for the particular issue.



 


The Agent
shall promptly notify the relevant Issuer of each determination made as aforesaid.


 


		(8)	Without
                                            prejudice to Subclause 9(7), determinations with regard to Notes linked to an index or formula
                                            or number of currencies shall otherwise be made by the Calculation Agent specified in the
                                            applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise
                                            agreed between the relevant Issuer and the relevant Purchaser or Purchasers of such Notes,
                                            such determinations shall be made on the basis of a Calculation Agency Agreement substantially
                                            in the form of Appendix C hereto.



 


		10.	NOTICE OF ANY WITHHOLDING OR DEDUCTION



 


If any
Issuer is, in respect of any payments, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or
governmental charges as specifically contemplated under the Conditions, such Issuer shall give notice thereof to the Agent as soon as
it becomes aware of the requirement to make such withholding or deduction and shall give to the Agent such information as it shall require
to enable it to comply with such requirement.


 


		11.	DUTIES OF THE AGENT IN CONNECTION
WITH EARLY REDEMPTION



 


		(1)	If the relevant
                                            Issuer decides to redeem any Notes for the time being outstanding prior to their Maturity
                                            Date in accordance with the Conditions, the relevant Issuer shall give notice of such decision
                                            to the Agent not less than five days before the date of the notice required to be given to
                                            the holders of the Notes under the Conditions or such shorter period that is acceptable to
                                            the Agent.



 


		(2)	If only
                                            some of the Notes of the same Series are to be redeemed on such date the Agent shall make
                                            the required drawing in accordance with the Conditions but shall give the relevant Issuer
                                            reasonable notice of the time and place proposed for such drawing and the relevant Issuer
                                            shall be entitled to send representatives to attend such drawing.



 


		(3)	The Agent
                                            shall publish the notice required in connection with any such redemption and shall at the
                                            same time also publish a separate list of serial numbers of any Notes previously drawn and
                                            not presented for redemption. Such notice shall specify the date fixed for redemption, the
                                            redemption amount, the manner in which redemption will be effected and, in the case of a
                                            partial redemption, the serial numbers of the Notes to be redeemed. Such notice will be published
                                            in accordance with the Conditions.



 


		12.	PUBLICATION OF NOTICES



 


On behalf
of and at the request and expense of the relevant Issuer, the Agent shall cause to be published all notices required to be given by the
relevant Issuer in accordance with the Conditions. Forthwith upon the receipt by the Agent of a


 




    Page 22


     


    

demand
or notice from any Noteholder in accordance with the Conditions, the Agent shall forward a copy thereof to the relevant Issuer.


 


		13.	Cancellation, Resale and Reissuance of
                                            Notes, Coupons and Talons



 


		(1)	All Notes
                                            which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid
                                            and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which
                                            they are redeemed, paid or exchanged. In addition, all Notes which are purchased or otherwise
                                            acquired pursuant to the Conditions by the relevant Issuer, together (in the case of Definitive
                                            Bearer Notes) with all unmatured Coupons or Talons (if any) attached thereto or purchased
                                            therewith, may, at the option of the relevant Issuer where the Issuer is TMF or TFA, either
                                            be (i) resold or reissued, or held by the relevant Issuer for subsequent resale or reissuance,
                                            or (ii) cancelled in which event such Notes and Coupons may not be resold or reissued. Where
                                            the Issuer is TCCI, unless otherwise specified in the applicable Final Terms, such Notes
                                            shall be surrendered (in the case of Bearer Notes) to any Paying Agent or in the case of
                                            Registered Notes, the TCCI Registrar or TCCI Transfer Agent for cancellation. Where the Issuer
                                            is TMCC, unless otherwise specified in the applicable Final Terms, such Notes shall be surrendered
                                            (in the case of Bearer Notes) to any Paying Agent or in the case of Registered Notes, the
                                            TMCC Registrar or TMCC Transfer Agent for cancellation. Where any Notes, Coupons or Talons
                                            are purchased and cancelled, resold or reissued, or held by the relevant Issuer for subsequent
                                            resale or reissuance, as aforesaid, the relevant Issuer shall procure that all relevant details
                                            are promptly given to the Agent and that all Notes, Coupons or Talons so cancelled are delivered
                                            to the Agent.



 


		(2)	Upon the
                                            written request of the relevant Issuer, a certificate stating:



 


		(a)	the aggregate
                                            nominal amount of Notes which have been redeemed and the aggregate amount paid in respect
                                            thereof;



 


		(b)	the number
                                            of Notes cancelled together (in the case of Definitive Bearer Notes) with details of all
                                            unmatured Coupons or Talons (if any) attached thereto or delivered therewith;



 


		(c)	the aggregate
                                            amount paid in respect of interest on the Notes;



 


		(d)	the total
                                            number by maturity date of Coupons and Talons so cancelled; and



 


		(e)	in the case
                                            of Definitive Bearer Notes, the serial numbers of such Notes,



 


shall be
given to the relevant Issuer by the Agent as soon as reasonably practicable and in any event within 30 days after the date of such repayment
or, as the case may be, payment or exchange.


 


		(3)	Subject
                                            to being duly notified in due time, the Agent shall give a certificate to the relevant Issuer,
                                            within three months of the date of purchase and cancellation or purchase and subsequent resale
                                            or reissuance of Notes as aforesaid, stating:



 




    Page 23


     


    

		(a)	the nominal
                                            amount of Notes so purchased and cancelled, resold or reissued;



 


		(b)	in the case
                                            of Definitive Bearer Notes, the serial numbers of such Notes; and



 


		(c)	the total
                                            number by maturity date of the Coupons and Talons (if any) appertaining thereto and surrendered
                                            therewith or attached thereto.



 


		(4)	The Agent
                                            shall destroy all cancelled Notes, Coupons and Talons (unless otherwise instructed by the
                                            relevant Issuer) and, forthwith upon destruction and following the written request of the
                                            relevant Issuer, furnish the relevant Issuer with a certificate of the serial numbers of
                                            the Notes (in the case of Definitive Bearer Notes) and the number by maturity date of Coupons
                                            and Talons so destroyed.



 


		(5)	Without
                                            prejudice to the obligations of the Agent pursuant to Subclause 13(2), the Agent shall keep
                                            a full and complete record of all Notes, Coupons and Talons (other than serial numbers of
                                            Coupons, except those which have been replaced pursuant to Condition 10) and of all redeemed,
                                            cancelled or replacement Notes, Coupons or Talons (in the case of Definitive Bearer Notes,
                                            with details of all unmatured Coupons or Talons (if any) attached thereto or delivered therewith)
                                            including those issued in substitution for mutilated, defaced, destroyed, lost or stolen
                                            Notes, Coupons or Talons and of all Notes, Coupons or Talons which have been resold or reissued.
                                            The Agent shall at all reasonable times make such record available to the relevant Issuer
                                            and any person authorised by the relevant Issuer for inspection and for the taking of copies
                                            thereof or extracts therefrom.



 


		(6)	All records
                                            and certificates made or given pursuant to this Clause 13 and Clause 14 shall make a distinction
                                            between Notes, Coupons and Talons of each Series.



 


		(7)	The Agent
                                            is authorised by the relevant Issuer and instructed (a) in the case of any Global Note which
                                            is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect
                                            the reduction in the nominal amount represented by it by the amount so redeemed or purchased
                                            and cancelled and (b) in the case of any Global Note which is a New Global Note, to instruct
                                            Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect
                                            such redemption or purchase and cancellation, as the case may be; provided, that, in the
                                            case of a purchase or cancellation, the relevant Issuer has notified the Agent of the same
                                            in accordance with Subclause 13(1).



 


		14.	ISSUE OF REPLACEMENT NOTES, COUPONS
AND TALONS



 


		(1)	The Issuers
                                            will cause a sufficient quantity of additional forms of Notes, Coupons and Talons to be available,
                                            upon request, to the Agent at its specified office for the purpose of issuing replacement
                                            Notes, Coupons and Talons as provided below.



 


		(2)	The Agent
                                            will, subject to and in accordance with the Conditions and the following provisions of this
                                            Clause 14, cause to be delivered any replacement Notes, Coupons and Talons which the relevant
                                            Issuer may determine to issue



 




    Page 24


     


    

in place
of Notes, Coupons and Talons which have been lost, stolen, mutilated, defaced or destroyed.


 


		(3)	In the case
                                            of a mutilated or defaced Note, the Agent shall ensure that (unless otherwise covered by
                                            such indemnity as the relevant Issuer may require) any replacement Note will only have attached
                                            to it Coupons and Talons corresponding to those (if any) attached to the mutilated or defaced
                                            Note which is presented for replacement.



 


		(4)	The Agent
                                            shall not issue any replacement Note, Coupon or Talon unless and until the applicant therefor
                                            shall have:



 


		(a)	paid such
                                            reasonable costs as may be incurred in connection therewith;



 


		(b)	furnished
                                            it with such evidence (including evidence as to the serial number of such Note, Coupon or
                                            Talon) and indemnity or other security (which may include a bank guarantee and/or security)
                                            or otherwise as the relevant Issuer and the Agent may reasonably require; and



 


		(c)	in the case
                                            of any mutilated or defaced Note, Coupon or Talon, surrendered the same to the Agent.



 


		(5)	The Agent
                                            shall cancel any mutilated or defaced Notes, Coupons and Talons in respect of which replacement
                                            Notes, Coupons and Talons have been issued pursuant to this Clause 14 and shall furnish the
                                            relevant Issuer with a certificate stating the serial numbers of the Notes, Coupons and Talons
                                            so cancelled and, unless otherwise instructed by the relevant Issuer in writing, shall destroy
                                            such cancelled Notes, Coupons and Talons and furnish the relevant Issuer with a destruction
                                            certificate containing the information specified in Subclause 13(4).



 


		(6)	The Agent
                                            shall, on issuing any replacement Note, Coupon or Talon, forthwith inform the relevant Issuer
                                            and the Paying Agents of the serial number of such replacement Note, Coupon or Talon issued
                                            and (if known) of the serial number of the Note, Coupon or Talon in place of which such replacement
                                            Note, Coupon or Talon has been issued. Whenever replacement Coupons or Talons are issued
                                            pursuant to the provisions of this Clause 14, the Agent shall also notify the Paying Agents
                                            of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons or Talons
                                            and of the replacement Coupons or Talons issued.



 


		(7)	The Agent
                                            shall keep a full and complete record of all replacement Notes, Coupons and Talons issued
                                            and shall make such record available at all reasonable times to the relevant Issuer and any
                                            persons authorised by the relevant Issuer for inspection and for the taking of copies thereof
                                            or extracts therefrom.



 


		(8)	Whenever
                                            any Note, Coupon or Talon for which a replacement Note, Coupon or Talon has been issued and
                                            in respect of which the serial number is known is presented to the Agent or any of the Paying
                                            Agents for payment, the Agent or, as the case may be, the relevant Paying Agent shall immediately
                                            send notice thereof to the relevant Issuer and the Agent.



 




    Page 25


     


    

		(9)	Notwithstanding
                                            any of the foregoing in this Clause 14, no issue of replacement Notes, Coupons and Talons
                                            shall be made or delivered in the United States.



 


		15.	Copies of this Agreement and Each Final
                                            Terms Available for Inspection



 


For the
period of twelve months following the date of the Prospectus, the Agent will hold copies of the following documents (in physical form),
when published, and be available (free of charge) for inspection during usual business hours on any weekday (except Saturdays, Sundays
and public holidays) at the specified office of the Agent: the Programme Agreement as amended and supplemented, each Final Terms relating
to a Note which is neither admitted to trading on a regulated market in the European Economic Area or the London Stock Exchange’s
main market nor offered in the European Economic Area or in the United Kingdom in circumstances where a prospectus is required to be
published under the Prospectus Regulation or the UK Prospectus Regulation where such Final Terms will only be available for inspection
by a holder of such Note and such holder must produce evidence satisfactory to the Agent as to its holding of Notes and identity and,
in the case of each issue of Notes admitted to trading on the London Stock Exchange’s main market and/or on Euronext Dublin’s
regulated market subscribed pursuant to a syndicate purchase agreement, the syndicate purchase agreement (or equivalent document). For
this purpose, the Issuers shall furnish the Agent with sufficient copies of the documents the Agent is required to hold.


 


		16.	COMMISSIONS AND EXPENSES



 


		(1)	The Issuers
                                            severally agree to pay to the Agent such fees and commissions as the Issuers and the Agent
                                            may separately agree in respect of the services of the Agent and the Paying Agents hereunder
                                            together with any out-of-pocket expenses (including legal, printing, postage, tax, cable
                                            and advertising expenses required in connection with the Notes issued hereunder) properly
                                            incurred by the Agent and the Paying Agents in connection with their said services.



 


		(2)	The Agent
                                            shall make payment of the fees and commissions due hereunder to the Paying Agents and shall
                                            reimburse their expenses promptly after the receipt of the relevant moneys from the Issuers.
                                            None of the Issuers shall be responsible for any such payment or reimbursement by the Agent
                                            to the Paying Agents.



 


		17.	INDEMNITY



 


		(1)	The Issuers
                                            shall severally indemnify the Agent and each of the Paying Agents against any direct losses,
                                            liabilities, costs, claims, actions, demands or expenses (including, but not limited to,
                                            all reasonable costs, charges and expenses paid or incurred in disputing or defending any
                                            of the foregoing but excluding loss of profits) which it may incur or which may be made against
                                            the Agent or any Paying Agent as a result of or in connection with its appointment by the
                                            Issuers or the exercise of its powers and duties hereunder except such as may result from
                                            the Agent’s or any such Paying Agent’s own wilful default, negligence or bad
                                            faith or that of its officers, directors or employees or the breach by it of the terms of
                                            this Agreement. Such indemnity shall survive the termination or expiry of this Agreement.



 




    Page 26


     


    

		(2)	The Agent
                                            and the Paying Agents shall not be liable for any action taken or omitted hereunder except
                                            for their own wilful default, negligence or bad faith or that of their respective officers,
                                            directors or employees or the breach by any of them of the terms of this Agreement. Neither
                                            the Agent nor any Paying Agent shall be liable for any consequential loss (being loss of
                                            business, goodwill, opportunity or profit) suffered by any Issuer.



 


		(3)	Neither
                                            the Agent nor any of the Paying Agents shall be responsible for the acts or failure to act
                                            of any other of them and each of the Agent and the Paying Agents shall severally indemnify
                                            each Issuer against any loss, liability, cost, claim, action, demand or expense (including,
                                            but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred
                                            in disputing or defending any of the foregoing) which any Issuer may incur or which may be
                                            made against it as a result of the breach by the Agent or such Paying Agents of the terms
                                            of this Agreement or its wilful default, negligence or bad faith or that of its officers,
                                            directors or employees. Such indemnity shall survive the termination or expiry of this Agreement.



 


		18.	REPAYMENT BY THE AGENT



 


The Agent
shall, forthwith on demand, upon the relevant Issuer being discharged from its obligation to make payments in respect of any Notes under
the relevant Conditions, and provided that there is no outstanding, bona fide and proper claim in respect of any such payments, pay to
the relevant Issuer sums equivalent to any amounts paid to it by the relevant Issuer in respect of such Notes.


 


		19.	CONDITIONS OF APPOINTMENT



 


		(1)	The Agent
                                            shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement
                                            in the same manner as other money paid to a banker by its customers except:



 


		(a)	that it shall
                                            not exercise any right of set-off, lien or similar claim in respect thereof;



 


		(b)	as provided
                                            in Subclause 19(2) below; and



 


		(c)	that it shall
                                            not be liable to account to any Issuer for any interest thereon except as otherwise agreed
                                            between the relevant Issuer and the Agent.



 


		(2)	In acting
                                            hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely
                                            as agents of the Issuers and will not thereby assume any obligations towards or relationship
                                            of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.
                                            Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes
                                            remaining unclaimed at the end of five years after such principal or interest shall become
                                            due and payable shall be repaid to the relevant Issuer as provided and in the manner set
                                            forth in the Notes whereupon all liability of the Agent with respect thereto shall cease.
                                            All funds held by the Agent or the Paying Agents need not be segregated from other funds,
                                            except as required by law.



 




    Page 27


     


    

		(3)	The Agent
                                            and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties,
                                            and shall be obliged to perform such duties and only such duties, as are herein (including
                                            Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum
                                            specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the
                                            Agent and the Paying Agents as applicable, and no implied duties or obligations shall be
                                            read into this Agreement or the Notes against the Agent and the Paying Agents other than
                                            the duty to act honestly and in good faith and to exercise the diligence of a reasonably
                                            prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent)
                                            agrees that if any information that is required by the Agent to perform the duties set out
                                            in Appendix F hereto becomes known to it, it will promptly provide such information to the
                                            Agent.



 


		(4)	The Agent
                                            may consult with legal and other professional advisers and the opinion of such advisers shall
                                            be full and complete protection in respect of any action taken, omitted or suffered hereunder
                                            in good faith and in accordance with the opinion of such advisers.



 


		(5)	Each of
                                            the Agent and the Paying Agents shall be protected and shall incur no liability for or in
                                            respect of any action taken, omitted or suffered in reliance upon any instruction, request
                                            or order from any of the Issuers or any notice, resolution, direction, consent, certificate,
                                            affidavit, statement, cable or other paper or document which it reasonably believes to be
                                            genuine and to have been delivered, signed or sent by the proper party or parties or upon
                                            written instructions from any of the Issuers.



 


		(6)	Any of the
                                            Agent and the Paying Agents and their officers, directors and employees may become the owner
                                            of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it,
                                            he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned
                                            were not appointed hereunder, and may engage or be interested in any financial or other transaction
                                            with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee
                                            or body of holders of Notes or Coupons or in connection with any other obligations of the
                                            Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were
                                            not appointed hereunder.



 


		(7)	Each Issuer
                                            shall provide the Agent with a certified copy of the list of persons authorised to execute
                                            documents and take action on its behalf in connection with this Agreement and shall notify
                                            the Agent promptly in writing if any of such persons ceases to be so authorised or if any
                                            additional person becomes so authorised together, in the case of an additional authorised
                                            person, with evidence satisfactory to the Agent that such person has been so authorised.



 


		(8)	The amount
                                            of the Programme may be increased by the Issuers in accordance with the procedure set out
                                            in the Programme Agreement. Upon any increase being effected, all references in this Agreement
                                            to the amount of the Programme shall be deemed to be references to the increased amount.



 


		(9)	The Agent
                                            and each Paying Agent shall be a person payments to whom are free from FATCA Withholding
                                            Tax at the time of such Agent’s or Paying Agent’s appointment.



 




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		(10)	Payments
                                            made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable
                                            payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and
                                            TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80),
                                            and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change,
                                            in which event, the relevant Issuer will provide the Agent with sufficient information to
                                            determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement
                                            and the Conditions, if any, that constitutes a “passthru payment” within the
                                            meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine
                                            whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding
                                            or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not
                                            subject to FATCA Withholding Tax by reason of being “grandfathered” lose such
                                            grandfathered status as a result of undergoing a “significant modification” within
                                            the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the
                                            Agent and any other Paying Agent of any such loss of grandfathered status prior to the date
                                            on which any payments on such Notes would become subject to FATCA Withholding Tax.



 


		(11)	The Agent
                                            and any Paying Agent that is for the purposes of receiving payments under this Agreement
                                            not a “foreign person” within the meaning of U.S. Treasury Regulations Section
                                            1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning
                                            of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with
                                            all withholding requirements imposed on payments with respect to the Notes under Sections
                                            1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its
                                            appointment it will provide the Issuers with a properly completed, signed and valid IRS Form
                                            W-9.



 


		(12)	The Agent
                                            and any Paying Agent that is for the purposes of receiving payments under this Agreement
                                            a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2):
                                            (i) represents that it is a “qualified intermediary” within the meaning
                                            of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume
                                            primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon
                                            its appointment it will provide the Issuers with a properly completed, signed and valid IRS
                                            Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying
                                            itself as a qualified intermediary that has undertaken primary responsibility for chapter
                                            3 and chapter 4 withholding and 1099 reporting.



 


		20.	COMMUNICATION BETWEEN THE PARTIES



 


A copy
of all communications relating to the subject matter of this Agreement between any Issuer and any holders of Notes or Coupons and any
of the Paying Agents shall be sent to the Agent by the relevant Paying Agent and the Agent shall forthwith promptly deliver a copy of
any such communication to the relevant Issuer.


 


		21.	CHANGES IN AGENT AND PAYING AGENTS



 


		(1)	Each Issuer
                                            agrees that, until no Note is outstanding or until moneys for the payment of all amounts
                                            in respect of all outstanding Notes have been made



 




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available
to the Agent and have been returned to the relevant Issuer as provided herein (whichever is the later):


 


		(a)	so long as
                                            any Notes are admitted to trading or listed on any Stock Exchange or other relevant authority,
                                            there will at all times be a Paying Agent with a specified office in such place as may be
                                            required by the rules and regulations of the relevant Stock Exchange or other relevant authority;
                                            and



 


		(b)	there will
                                            at all times be an Agent.



 


In addition,
the Issuers shall appoint a Paying Agent having a specified office in the United States only in the circumstances described in the final
paragraph of Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency,
when it shall be of immediate effect) after not less than 30 nor more than 45 days prior notice thereof shall have been given to the
Noteholders in accordance with Condition 16.


 


		(2)	The Agent
                                            may (subject as provided in Subclause 21(4)) at any time resign as Agent by giving written
                                            notice to the Issuers of such intention on its part, specifying the date on which its desired
                                            resignation shall become effective; provided that such date shall never be less than three
                                            months after the receipt of such notice by the Issuers unless the Issuers agree to accept
                                            less notice.



 


		(3)	The Agent
                                            may (subject as provided in Subclause 21(4)) be removed at any time by the filing with it
                                            of an instrument in writing signed on behalf of the Issuers specifying such removal and the
                                            date when it shall become effective.



 


		(4)	Any resignation
                                            under Subclause 21(2) or removal under Subclause 21(3) shall only take effect upon the appointment
                                            by the Issuers of a successor Agent and (other than in cases of insolvency of the Agent)
                                            on the expiry of the notice to be given under Clause 23. If, by the day falling 10 days before
                                            the expiry of any notice under Subclause 21(2), the Issuers have not appointed a successor
                                            Agent, then the Agent shall be entitled, on behalf of the Issuers, to appoint as a successor
                                            Agent in its place such reputable financial institution of good standing as it may reasonably
                                            determine to be capable of performing the duties of the Agent hereunder.



 


		(5)	In case
                                            at any time the Agent and/or any Paying Agent resigns, or is removed, or becomes incapable
                                            of action or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy
                                            or makes an assignment for the benefit of its creditors or consents to the appointment of
                                            an administrator, liquidator or administrative or other receiver of all or a substantial
                                            part of its property, or if an administrator, liquidator or administrative or other receiver
                                            of it or all or a substantial part of its property is appointed, or it admits in writing
                                            its inability to pay or meet its debts as they become due, or if an order of any court is
                                            entered approving any petition filed by or against it under the provisions of any applicable
                                            bankruptcy or insolvency law or if any officer takes charge or control of it or of its property
                                            or affairs for the purpose of rehabilitation, administration or liquidation, a successor
                                            Agent and/or Paying Agent may be appointed by the Issuers by an instrument in writing filed
                                            with the successor Agent and/or Paying Agent. Upon the appointment as aforesaid of a successor
                                            Agent and/or Paying Agent



 




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and acceptance
by the latter of such appointment and (other than in the case of insolvency of the Agent and/or Paying Agent when it shall be of immediate
effect) upon expiry of the notice to be given under Clause 23, the Agent and/or Paying Agent so superseded shall cease to be an Agent
and/or a Paying Agent hereunder.


 


		(6)	Subject
                                            to Subclause 21(1), the Issuers may, after prior consultation with the Agent, terminate the
                                            appointment of any of the other Paying Agents at any time and/or appoint one or more further
                                            Paying Agents located outside the United States (either for all Notes issued under the Programme
                                            or with respect to a particular Series of Notes) by giving to the Agent, and to the relevant
                                            Paying Agent, at least 45 days’ notice in writing to that effect, or such lesser notice
                                            as is agreed to by the Agent, the Issuers and the relevant Paying Agent; and any Issuer may,
                                            in respect of a particular Series of Notes only, appoint one or more further Paying Agents
                                            which appointment shall take effect on the date of such appointment.



 


		(7)	Subject
                                            to Subclause 21(1), all or any of the Paying Agents (other than the Agent) may resign their
                                            respective appointments hereunder at any time by giving the Issuers and the Agent at least
                                            45 days’ written notice to that effect.



 


		(8)	Upon its
                                            resignation or removal becoming effective, the Agent or the relevant Paying Agent:



 


		(a)	shall, in
                                            the case of the Agent, forthwith transfer all moneys held by it hereunder and the records
                                            referred to in Subclauses 13(5) and 14(7) to the successor Agent hereunder; and



 


		(b)	shall be entitled
                                            to the payment by the Issuers of its commissions and fees for the services theretofore rendered
                                            hereunder in accordance with the terms of Clause 16 and to the reimbursement of all reasonable
                                            out-of-pocket expenses (including legal fees and together with any applicable value added
                                            tax or similar tax thereon) incurred in connection therewith.



 


		(9)	Upon its
                                            appointment becoming effective, a successor Agent and any new Paying Agent shall, without
                                            further act, deed or conveyance, become vested with all the authority, rights, powers, trust,
                                            immunities, duties and obligations of such predecessor with like effect as if originally
                                            named as Agent or (as the case may be) a Paying Agent hereunder.



 


		(10)	In the
                                            case of any Series of Notes to be issued by TCCI in registered form TCCI has appointed a
                                            registrar, transfer agent and paying agent pursuant to the TCCI Note Agency Agreement.



 


		(11)	In the
                                            case of any Series of Notes to be issued by TMCC in registered form TMCC has appointed a
                                            registrar, transfer agent and paying agent pursuant to the TMCC Note Agency Agreement.



 


		(12)	Not less
                                            than 60 days prior to the date of any affected payment, the Agent and each Paying Agent agrees
                                            that it shall notify TMCC in writing if any of Subclause 19(9) and Subclause 19(11) or 19(12),
                                            as applicable to such Agent or Paying Agent, cease to be true, or if the Agent or any Paying
                                            Agent believes that it will no longer be able to comply with such Subclauses. Any



 




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such notice
shall constitute notice of resignation by such Paying Agent under this Agreement with respect to Notes issued by TMCC.


 


		22.	MERGER AND CONSOLIDATION



 


Any corporation
into which the Agent or any Paying Agent may be merged, or any corporation with which the Agent or any of the Paying Agents may be consolidated,
or any corporation resulting from any merger or consolidation to which the Agent or any of the Paying Agents shall be a party, or any
corporation to which the Agent or any of the Paying Agents shall sell or otherwise transfer all or substantially all the assets of the
Agent or any Paying Agent shall, on the date when such merger, consolidation or transfer becomes effective and to the extent permitted
by any applicable laws, become the successor Agent or, as the case may be, Paying Agent under this Agreement without the execution or
filing of any paper or any further act on the part of the parties hereto, unless otherwise required by the Issuers, and after the said
effective date all references in this Agreement to the Agent or, as the case may be, such Paying Agent shall be deemed to be references
to such corporation. Written notice of any such merger, consolidation or transfer shall forthwith be given to the Issuers by the relevant
Agent or Paying Agent.


 


		23.	NOTIFICATIONS



 


Following
receipt of notice of resignation from the Agent or any Paying Agent and forthwith upon appointing a successor Agent or, as the case may
be, further or other Paying Agents for any Series of Notes outstanding prior to the date of such appointment or on giving notice to terminate
the appointment of any Agent or, as the case may be, Paying Agent, the relevant Issuer shall give or cause to be given not more than
45 days’ nor less than 30 days’ notice thereof to any Noteholders affected by such termination or appointment in accordance
with the Conditions.


 


		24.	CHANGE OF SPECIFIED OFFICE



 


The specified
office of the Agent shall be One Canada Square, Canary Wharf, London E14 5AL, United Kingdom. If the Agent or any Paying Agent determines
to change its specified office, it shall give to the Issuers and (if applicable) the Agent written notice of such determination giving
the address of the new specified office which shall be in the same city and stating the date on which such change is to take effect,
which shall not be less than 45 days thereafter. The Agent (on behalf of the Issuers) shall within 15 days of receipt of such notice
(unless the appointment of the Agent or the relevant Paying Agent, as the case may be, is to terminate pursuant to Clause 21 on or prior
to the date of such change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the
Noteholders in accordance with the Conditions; provided, however, that if a Paying Agent acts as Paying Agent for only some of the Series
of Notes under the Programme, notice need be given only to holders of the Notes of those Series in relation to which the Paying Agent
acts as Paying Agent.


 


		25.	NOTICES



 


		(1)	Any notice
                                            or communication given hereunder shall be sufficiently given or served:



 


		(a)	if delivered
                                            in person to the relevant address specified on the signature pages hereof (or to such other
                                            address as is specified in



 




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writing
and delivered to the relevant parties to this Agreement) and, if so delivered, shall be deemed to have been delivered at time of receipt;


 


		(b)	if sent by
                                            facsimile to the relevant number specified on the signature pages hereof (or to such other
                                            facsimile number as is specified in writing and delivered to the relevant parties to this
                                            Agreement) and, if so sent, shall be deemed to have been delivered upon transmission provided
                                            such transmission is confirmed when an acknowledgment of receipt is received; or



 


		(c)	if sent by
                                            email to the relevant email address specified on the signature pages hereof (or to such other
                                            address as is specified in writing and delivered to the relevant parties to this Agreement)
                                            and, if so sent, shall be deemed to have been delivered at the time of confirmation by telephone.



 


		(2)	A copy of
                                            any notice served in accordance with Subclause 25(1) shall be given to the Parent and TFS
                                            at:



 


Toyota Motor
Corporation

Nagoya Office

7-1, Meieki 4-chome

Nakamura-ku

Nagoya City

Aichi Prefecture 450-8711

Japan


 


[**]


 


Toyota Financial
Services Corporation

Nagoya Lucent Tower

6-1, Ushijima-cho

Nishi-ku

Nagoya City

Aichi Prefecture 451-6015

Japan


 


[**]


 


		26.	TAXES AND STAMP DUTIES



 


The Issuers
agree to pay any and all stamp and other documentary taxes or duties (other than any interest or penalties arising as a result of a failure
by any other person to account promptly to the relevant authorities for any such duties or taxes after such person shall have received
from the relevant Issuer the full amount payable in respect thereof) which may be payable in connection with the execution, delivery,
performance and enforcement of this Agreement.


 


		27.	CURRENCY INDEMNITY



 


If, under
any applicable law and whether pursuant to a judgment being made or registered against any Issuer or in the liquidation, insolvency or
analogous process of any Issuer or for any other reason, any payment under or in connection with this


 




    Page 33


     


    

Agreement
is made or is to be satisfied in a currency (the other currency) other than that in which the relevant payment is expressed to
be due (the required currency) under this Agreement, then, to the extent that the payment (when converted into the required currency
at the rate of exchange on the date of payment or, if it is not practicable for the Agent or the relevant Paying Agent to purchase the
required currency with the other currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for
it to do so or, in the case of a liquidation, insolvency or analogous process at the rate of exchange on the latest date permitted by
applicable law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the Agent
or the relevant Paying Agent falls short of the amount due under the terms of this Agreement, such Issuer undertakes that it shall, as
a separate and independent obligation, indemnify and hold harmless the Agent and the relevant Paying Agent against the amount of such
shortfall. For the purpose of this Clause 27, rate of exchange means the rate at which the Agent or the relevant Paying Agent
is able on the London foreign exchange market on the relevant date to purchase the required currency with the other currency and shall
take into account any premium and other costs of exchange.


 


		28.	AMENDMENTS: MEETINGS OF HOLDERS



 


		(1)	Provisions
                                            for meetings of holders of Registered Notes issued by TCCI and amendment of the TCCI Note
                                            Agency Agreement are set out in the TCCI Note Agency Agreement. Provisions for meetings of
                                            holders of Registered Notes issued by TMCC and amendment of the TMCC Note Agency Agreement
                                            are set out in the TMCC Note Agency Agreement. This Clause 28 applies to Bearer Notes and
                                            any reference in this Clause 28 to “Notes” is to Bearer Notes.



 


		(2)	This Agreement,
                                            the Notes and any Coupons attached to the Notes may be amended by the Issuers or the relevant
                                            Issuer, as the case may be, and the Agent, without the consent of the holder of any Note
                                            or Coupon (a) for the purpose of curing any ambiguity, or of curing, correcting or supplementing
                                            any defective provision contained herein or therein, or to evidence the succession of another
                                            corporation to the relevant Issuer as provided in Condition 13 or provide for substitution
                                            of the relevant Issuer as provided in Condition 14, (b) to make any further modifications
                                            of the terms of this Agreement necessary or desirable to allow for the issuance of any additional
                                            Notes (which modifications shall not be materially adverse to holders of outstanding Notes),
                                            or (c) in any manner which the Issuers or the relevant Issuer, as the case may be, and the
                                            Agent may deem necessary or desirable and which shall not materially adversely affect the
                                            interests of the holders of the Notes and Coupons. In addition, with the written consent
                                            of holders of a majority in aggregate nominal amount of the Notes then outstanding affected
                                            thereby, or by resolution adopted by the holders of a majority in aggregate nominal amount
                                            of Notes then outstanding present or represented at a meeting of the holders of the Notes
                                            affected thereby at which a quorum is present (provided that such resolution shall be approved
                                            by the holders of not less than 25 per cent. of the aggregate nominal amount of Notes then
                                            outstanding affected thereby), this Agreement or the terms and conditions of the Notes and
                                            Coupons may be modified or amended by the parties hereto or thereto, and future compliance
                                            and past defaults waived, in each case as provided in Conditions 9 and 15 and subject to
                                            the limitations therein provided (including that no such agreement shall, without the consent
                                            or the



 




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affirmative
vote of the holder of each Note affected thereby, (i) change the stated maturity of the principal of or any interest on any Note,
(ii) reduce the nominal amount of or interest on any Note, (iii) change the obligation of the Issuer to pay Additional Amounts
as provided in Condition 7, (iv) reduce the percentage in nominal amount of outstanding Notes the consent of the holders of which
is necessary to modify or amend this Agreement or the terms and conditions of the Notes or to waive any future compliance or past default,
or (v) reduce the percentage in nominal amount of outstanding Notes the consent of the holders of which is required at any meeting
of holders of Notes at which a resolution is adopted).


 


		(3)	A meeting
                                            of holders of Notes may be called by the holders of at least 10 per cent. in nominal amount
                                            of the outstanding Notes of the relevant Series at any time and from time to time to make,
                                            give or take any request, demand, authorisation, direction, notice, consent, waiver or other
                                            action provided by this Agreement or the Notes to be made, given or taken by holders of Notes.



 


		(4)	The Agent
                                            may at any time call a meeting of holders of Notes of any Series for any purpose specified
                                            in Subclause 28(2) to be held at such time and at such place in the City of New York or in
                                            London or to be held wholly or partly by means of electronic facility or facilities (including
                                            video conference platforms or by conference call), as the Agent and the relevant Issuer shall
                                            determine (including determining the means, or all different means, of attendance and participation
                                            used in relation to a meeting of holders of Notes of any Series). Notice of every meeting
                                            of holders of Notes, setting forth the time and the place of such meeting (which need not
                                            be a physical place), and if the meeting is to be held (wholly or partly) by means of electronic
                                            facility or facilities, including video conference platforms or conference calls (or partly
                                            in one way and partly in another), specifying the means, or all different means, of attendance
                                            and participation, and in general terms the action proposed to be taken at such meeting,
                                            shall be given by the Agent to the relevant Issuer and to the holders of the Notes, in the
                                            same manner as provided in Condition 16, not less than 21 nor more than 180 days prior to
                                            the date fixed for the meeting. In the case at any time the relevant Issuer or the holders
                                            of at least 10 per cent. in nominal amount of the outstanding Notes shall have requested
                                            the Agent to call a meeting of the holders to take any action authorised in Subclause 28(2),
                                            by written request setting forth in reasonable detail the action proposed to be taken at
                                            the meeting, and the Agent shall not have given notice of such meeting within 21 days after
                                            receipt of such request or shall not thereafter proceed to cause the meeting to be held as
                                            provided herein, then the relevant Issuer, or the holders of Notes in the amount above-specified,
                                            as the case may be, may determine the time and the place in the City of New York or London
                                            or the electronic facility or facilities for such meeting (or partly in one way and partly
                                            in another) and may call such meeting by giving notice thereof as provided in this Subclause
                                            28(4).



 


		(5)	To be entitled
                                            to vote at any meeting of holders of Notes, a person shall be a holder of outstanding Notes
                                            at the time of such meeting, or a person appointed by an instrument in writing as proxy for
                                            such holder. Holders of Notes present in person or by proxy by means of electronic facility
                                            or facilities (including video conference platforms or conference call) provided



 




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in Subclause
28(4) shall be counted in the quorum for, and entitled to participate in, the meeting of holders of Notes.


 


		(6)	The quorum
                                            at any meeting called to adopt a resolution will be persons holding or representing a majority
                                            in aggregate nominal amount of the Notes then outstanding affected thereby. In the absence
                                            of a quorum, within 30 minutes of the time appointed for any such meeting, the meeting may
                                            be adjourned for a period of not less than 10 days as determined by the chairman of the meeting
                                            prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned
                                            meeting, such adjourned meeting may be further adjourned for a period of not less than 10
                                            days as determined by the chairman of the meeting prior to the adjournment of such adjourned
                                            meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in
                                            Subclause 28(4) except that such notice need be given not less than five days prior to the
                                            date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an
                                            adjourned meeting shall state expressly the percentage of the nominal amount of the outstanding
                                            Notes which shall constitute a quorum.



 


The quorum
at any adjourned meeting will be one or more persons holding or representing 25 per cent. in aggregate nominal amount of such Notes
then outstanding affected thereby. Any meeting of holders of Notes at which a quorum is present may be adjourned from time to time by
vote of a majority in nominal amount of the outstanding Notes represented at the meeting, and the meeting may be held as so adjourned
without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution
and all matters shall be effectively passed and decided if passed or decided by the persons entitled to vote a majority in nominal amount
of the outstanding Notes represented and voting at such meeting, provided that such amount approving such resolution shall be not less
than 25 per cent. in nominal amount of the outstanding Notes.


 


		(7)	Any modifications,
                                            amendments or waivers under this Clause 28 to this Agreement or to the terms and conditions
                                            of the Notes and Coupons will be conclusive and binding on all holders of Notes and Coupons,
                                            whether or not they have given such consent or were present at any meeting, and whether or
                                            not notation of such modifications, amendments or waivers is made upon the Notes and Coupons.
                                            It shall not be necessary for the consent of the holders of Notes under Condition 15 to approve
                                            the particular form of any proposed amendment, but it shall be sufficient if such consent
                                            shall approve the substance thereof.



 


		(8)	Notes authenticated
                                            and delivered after the execution of any amendment under this Clause 28 to this Agreement,
                                            the Notes or Coupons may bear a notation in form approved by the Agent as to any matter provided
                                            for in such amendment to this Agreement. New Notes so modified as to conform, in the opinion
                                            of the Agent and the relevant Issuer, to any modification contained in any such amendment
                                            may be prepared by the relevant Issuer, authenticated by the Agent and delivered in exchange
                                            for the Notes then outstanding affected thereby.



 


		(9)	The Agent
                                            may make such reasonable regulations as it may deem advisable for any meeting of holders
                                            of Notes in regard to proof of the holding of Notes and of the appointment of proxies and
                                            in regard to the appointment and duties



 




    Page 36


     


    

of inspectors
of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate, including determining that adequate facilities are available throughout the
meeting to ensure holders of Notes in person or by proxy attending the meeting by all means (including by means of electronic facility
or facilities, including video conference platforms or by conference call) are able to participate in such meeting. Such regulations
may, without prejudice to the generality of the foregoing, reflect the practices and facilities of any Relevant Clearing System. The
Agent shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the
relevant Issuer or holders of Notes as provided above, in which case the relevant Issuer or the holders of Notes calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting
shall be elected by vote of the persons entitled to vote a majority in nominal amount of the outstanding Notes represented at the meeting.
The chairman of the meeting shall have no right to vote, except as a holder of Notes or proxy. A record, at least in triplicate, of the
proceedings of each meeting of holders of Notes shall be prepared, and one such copy shall be delivered to the relevant Issuer and another
to the Agent to be preserved by the Agent.


 


		29.	CALCULATION AGENCY AGREEMENT



 


A form
of calculation agency agreement is set out in Appendix C hereto. Where the Conditions require functions to be carried out by a Calculation
Agent other than the Agent, the relevant Issuer may execute such an agreement or an agreement in such other form as such Issuer and the
Calculation Agent may agree.


 


		30.	[RESERVED]



 


		31.	DEED POLL



 


		(1)	If any Global
                                            Bearer Note becomes void in accordance with its terms, the relevant Issuer covenants with
                                            each Relevant Account Holder (other than any Relevant Account Holder which is an account
                                            holder of any other Relevant Clearing System) that each Relevant Account Holder shall automatically
                                            acquire at the Relevant Time, without the need for any further action on behalf of any person,
                                            against the relevant Issuer all those rights which the Relevant Account Holder would have
                                            had if at the Relevant Time it held and beneficially owned executed and authenticated Definitive
                                            Bearer Notes in respect of each Underlying Note (as defined in the definition of “Global
                                            Bearer Note”) represented by the Global Bearer Note which the Relevant Account Holder
                                            has credited to its securities account with the Relevant Clearing System at the Relevant
                                            Time. The relevant Issuer’s obligation under this Clause 31 shall be a separate and
                                            independent obligation by reference to each Underlying Note which a Relevant Account Holder
                                            has credited to its securities account with the Relevant Clearing System and the relevant
                                            Issuer agrees that a Relevant Account Holder may assign its rights under this Clause 31 in
                                            whole or in part.



 


		(2)	The records
                                            of the Relevant Clearing System shall be conclusive evidence of the identity of the Relevant
                                            Account Holders and the number of Underlying Notes credited to the securities account of
                                            each Relevant Account Holder.



 




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For these
purposes a statement issued by the Relevant Clearing System stating:


 


		(a)	the name of
                                            the Relevant Account Holder to which the statement is issued; and



 


		(b)	the aggregate
                                            nominal amount of Underlying Notes credited to the securities account of the Relevant Account
                                            Holder as at the opening of business on the first day following the Relevant Time on which
                                            the Relevant Clearing System is open for business,



 


shall be
conclusive evidence of the records of the Relevant Clearing System at the Relevant Time.


 


		(3)	In the event
                                            of a dispute, the determination of the Relevant Time by the Relevant Clearing System shall
                                            (in the absence of manifest error) be final and conclusive for all purposes in connection
                                            with the Relevant Account Holders with securities accounts with the Relevant Clearing System.



 


		(4)	The relevant
                                            Issuer undertakes in favour of each Relevant Account Holder that, in relation to any payment
                                            to be made by it under this Clause 31, it will comply with the provisions of Condition 7
                                            to the extent that they apply to any payments in respect of Underlying Notes as if those
                                            provisions had been set out in full in this Clause 31.



 


		(5)	The relevant
                                            Issuer will pay any stamp and other duties and taxes, including interest and penalties, payable
                                            on or in connection with the execution of this Agreement and any action taken by any Relevant
                                            Account Holder to enforce the provisions of this Clause 31.



 


		(6)	This Clause
                                            31 and Clause 34 shall take effect as a Deed Poll for the benefit of the Relevant Account
                                            Holders from time to time. This Agreement shall be deposited with and held by the common
                                            depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg
                                            (being at that date of this Agreement the Agent) until all the obligations of each Issuer
                                            under this Clause 31 have been discharged in full.



 


		(7)	Each Issuer
                                            acknowledges the right of every Relevant Account Holder to the production of, and the right
                                            of every Relevant Account Holder to obtain (upon payment of a reasonable charge) a copy of,
                                            this Agreement, and further acknowledges and covenants that the obligations binding upon
                                            it contained in this Clause 31 are owed to, and shall be for the account of, each and every
                                            Relevant Account Holder, and that each Relevant Account Holder shall be entitled severally
                                            to enforce those obligations against the relevant Issuer.



 


		32.	DESCRIPTIVE HEADINGS



 


The descriptive
headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.


 


		33.	CONTRACTS (RIGHTS OF THIRD PARTIES)
ACT 1999



 


Save
for Clause 31, this Agreement confers no right on a person who is not a party to this Agreement by virtue of the Contracts (Rights of
Third Parties) Act 1999 to


 




    Page 38


     


    

enforce
any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that
Act.


 


		34.	GOVERNING LAW



 


		(1)	This Agreement
                                            and any non-contractual obligations arising out of or in connection with this Agreement shall
                                            be governed by, and construed in accordance with, the laws of England.



 


		(2)	Each Issuer
                                            hereby irrevocably agrees for the exclusive benefit of the Agent, the Paying Agents and the
                                            Relevant Account Holders that the courts of England are to have jurisdiction to settle any
                                            disputes which may arise out of or in connection with this Agreement (including a dispute
                                            relating to any non-contractual obligations arising out of or in connection with this Agreement)
                                            and that accordingly any suit, action or proceedings (together referred to as Proceedings)
                                            arising out of or in connection with this Agreement (including any Proceedings relating to
                                            any non-contractual obligations arising out of or in connection with this Agreement) may
                                            be brought in such courts. Each Issuer hereby irrevocably waives any objection which it may
                                            have to the laying of the venue of any Proceedings in any such courts and any claim that
                                            any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably
                                            agrees that a judgment in any Proceedings brought in the English courts shall be conclusive
                                            and binding upon each Issuer and may be enforced in the courts of any other jurisdiction.
                                            Nothing contained herein shall limit any right to take Proceedings against any Issuer in
                                            any other court of competent jurisdiction, nor shall the taking of Proceedings in one or
                                            more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether
                                            concurrently or not. Each Issuer hereby appoints Toyota Financial Services (UK) PLC of Great
                                            Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ as its agent for service of process and agrees
                                            that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to
                                            be registered in England, it will appoint another person as its agent for service of process
                                            in England in respect of any Proceedings.



 


		(3)	If TMF is
                                            represented by an attorney or attorneys in connection with the signing and/or execution and/or
                                            delivery of this Agreement or any agreement, deed or document referred to herein or made
                                            pursuant hereto and the relevant power or powers of attorney is or are expressed to be governed
                                            by the laws of the Netherlands, it is hereby expressly acknowledged and accepted by the other
                                            parties hereto that such laws shall govern the existence and extent of such attorney’s
                                            or attorneys’ authority and the effects of the exercise thereof.



 


		35.	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original,
but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment
or telecopy shall be an effective mode of delivery.


 




    Page 39


     


    

IN
WITNESS WHEREOF, TMF, TCCI, TFA and TMCC have executed this Agreement as a deed, and the Agent has executed this Agreement, as of
the date first above written.


 


The Issuers


 


	SIGNED, SEALED AND DELIVERED 	)	 
	by George Juganar	)	 
	being a duly authorised attorney of	)	/s/ GEORGE JUGANAR
	TOYOTA MOTOR FINANCE	)	 
	(NETHERLANDS) B.V. with the 	)	 
	intention that this instrument takes effect	)	 
	as TMF’s deed in the presence of:	)	 


 


JORRIT
VAN ELK


 


TOYOTA MOTOR FINANCE
(NETHERLANDS) B.V.

World Trade Center Amsterdam

Tower H, Level 10

Zuidplein 90

1077 XV Amsterdam

The Netherlands


 


[**]


 




    Page 40


     


    

	SIGNED, SEALED AND DELIVERED 	)	 
	by Richard Nelson	)	 
	being a duly authorised attorney of	)	/s/ RICHARD NELSON
	TOYOTA CREDIT CANADA INC.	)	 
	with the intention that this instrument takes	)	 
	effect as TCCI’s deed in the presence of:	)	 


 


MARIO
MIRACCO


 


TOYOTA CREDIT CANADA
INC.

80 Micro Court, Suite 200

Markham

Ontario L3R 9Z5

Canada


 


[**]


 




    Page 41


     


    

	SIGNED, SEALED AND DELIVERED 	)	 
	by Richard Nelson	)	 
	being a duly authorised attorney of	)	/s/ RICHARD NELSON
	TOYOTA FINANCE AUSTRALIA	)	 
	LIMITED with the intention that this	)	 
	instrument takes effect as TFA’s deed	)	 
	in the presence of:	)	 


 


MARIO
MIRACCO


 


Signed
under Power of Attorney

dated 17 September 2021


 


TOYOTA FINANCE
AUSTRALIA LIMITED

Level 9, 207 Pacific Highway

St Leonards NSW 2065

Australia


 


[**]


 




    Page 42


     


    

	SIGNED, SEALED AND DELIVERED 	)
	by the undersigned being duly	)
	authorised on behalf of	)
	TOYOTA MOTOR CREDIT	)
	CORPORATION with the intention that	)
	this instrument takes effect as TMCC’s	)
	deed	)


 


	By:	/s/ JAMES
    SCHOFIELD	 
	Name:	James Schofield	 
	Title:	Vice President - Finance, Treasury, 	 
	 	Competitiveness, and Mergers & Acquisitions	 


 


TOYOTA
MOTOR CREDIT CORPORATION





6565 Headquarters Drive, Mailstop W2–3D 


Plano





Texas 75024–5965 


United States


 


[**]


 




    Page 43


     


    

The Agent


 


THE BANK OF NEW
YORK MELLON

acting through its London branch

One Canada Square

Canary Wharf

London E14 5AL

United Kingdom


 


[**]


 






	By:	/s/ ANTHONY
    EDET	 
	Name:	Anthony Edet	 
	Title:	Authorised Signatory	 




    Page 44


     


    

Appendix A


 


TERMS AND CONDITIONS OF THE NOTES


 


This Note is one
of a Series (as defined below) of Notes issued subject to, and with the benefit of, an amended and restated agency agreement dated 17 September
2021 (the “Agency Agreement”) and made between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,
Toyota Finance Australia Limited and Toyota Motor Credit Corporation as Issuers and The Bank of New York Mellon, acting through its London
branch, as the issuing agent and (unless specified otherwise in the applicable Final Terms) principal paying agent and (unless specified
otherwise in the applicable Final Terms) as calculation agent (the “Agent”, which expression shall include any successor
agent or other Calculation Agent specified in the applicable Final Terms and the “Paying Agent”, which expression
shall include any additional or successor paying agents). Notes in registered form (“Registered Notes”) issued by
Toyota Credit Canada Inc. are also issued subject to, and with the benefit of, an amended and restated note agency agreement dated 8 September
2017 (the “TCCI Note Agency Agreement”) and made between Toyota Credit Canada Inc. as Issuer, BNY Trust Company of
Canada as registrar, paying agent and transfer agent and, in respect of Registered Notes settled or cleared in Euroclear and/or Clearstream,
Luxembourg (each as defined below), The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar and transfer agent (each a “TCCI
Registrar”, which expression shall include any successor registrar, paying agent and transfer agent) and The Bank of New York
Mellon, acting through its London branch, as transfer agent and paying agent (the “TCCI Transfer Agent”, which expression
shall include any additional or successor transfer agent or paying agent appointed for Registered Notes issued by Toyota Credit Canada
Inc.). Registered Notes issued by Toyota Motor Credit Corporation are also issued subject to, and with the benefit of, an amended and
restated note agency agreement dated 8 September 2017 (the “TMCC Note Agency Agreement”) and made between Toyota
Motor Credit Corporation as Issuer, The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar and transfer agent (the “TMCC
Registrar”, which expression shall include any successor registrar and transfer agent) and The Bank of New York Mellon, acting
through its London branch, as transfer agent and paying agent (the “TMCC Transfer Agent”, which expression shall include
any additional or successor transfer agent or paying agent appointed for Registered Notes issued by Toyota Motor Credit Corporation).


 


References in these
Terms and Conditions of the Notes (“Terms and Conditions”) to the “Issuer” shall be references
to the party specified in the applicable Final Terms (as defined below). References herein to the “Notes” shall be
references to the Notes of this Series (as defined below) and shall mean (i) in relation to any Notes represented by a global Note, units
of the lowest Specified Denomination (as defined below) in the Specified Currency (as defined below) of the relevant Notes, (ii) definitive
Notes issued in exchange (or part exchange) for a temporary global Note, a permanent global Note or a global Registered Note and (iii)
any global Note.


 


Interest bearing
definitive Notes in bearer form will (unless otherwise indicated in the applicable Final Terms) have interest coupons (“Coupons”)
and, if indicated in the applicable Final Terms, talons for further Coupons (“Talons”) attached on issue. Any reference
herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons. Global Notes do
not have Coupons or Talons attached on issue.


 


The Notes and the
Coupons have the benefit of certain Credit Support Agreements governed by Japanese law, one between Toyota Motor Corporation (the “Parent”)
and Toyota Financial Services Corporation (“TFS”) dated 14 July 2000 as supplemented by a Supplemental Credit Support
Agreement dated 14 July 2000 and a Supplemental Credit Support Agreement No. 2 dated 2 October 2000 (collectively, the “TMC
Credit Support Agreement”) and others between TFS and each of Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
Inc. and Toyota Finance Australia Limited dated 7 August 2000 and Toyota Motor Credit Corporation dated 1 October 2000 (each a “Credit
Support Agreement” and together with the TMC Credit Support Agreement, the “Credit Support Agreements”).
The Credit Support Agreements do not constitute a direct or


 




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indirect guarantee
by the Parent or TFS of the Notes. The Parent’s obligations under its Credit Support Agreement and the obligations of TFS under
its Credit Support Agreements, rank pari passu with its direct, unconditional, unsubordinated and unsecured debt obligations.


 


The Final Terms
applicable to the Notes are attached to or endorsed on the Notes and supplement these Terms and Conditions. References herein to the
“applicable Final Terms” shall mean the Final Terms attached to or endorsed on the Notes.


 


As used herein,
“Series” means each original issue of Notes together with any further issues expressed to form a single series with
the original issue and the terms of which (save for the Issue Date, the amount and the date of the first payment of interest thereon
and/or the Issue Price (as indicated in the applicable Final Terms)) are identical (including the Maturity Date, Interest Basis, Redemption/Payment
Basis and Interest Payment Dates (if any) and whether or not the Notes are admitted to trading) and expressions “Notes of the
relevant Series” and related expressions shall be construed accordingly. As used herein, “Tranche” means
all Notes of the same Series with the same Issue Date and Interest Commencement Date (if applicable).


 


Copies of the Agency
Agreement (which contains the form of the Final Terms), the Credit Support Agreements and (if the Notes are offered to the public in
a Member State of the European Economic Area or admitted to trading on a regulated market within the meaning of Regulation (EU) 2017/1129,
as amended (the “Prospectus Regulation”) in the relevant Member State or offered to the public in the United Kingdom
or admitted to trading on a regulated market within the meaning of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic
law by virtue of the European Union (Withdrawal) Act 2018), the Final Terms applicable to the Notes are available free of charge and
available for inspection at the specified offices of the Agent. If the Notes are to be admitted to trading on the main market of the
London Stock Exchange plc or offered to the public in the United Kingdom in circumstances not within an exemption from the requirement
to publish a prospectus under Section 85 of the Financial Services and Markets Act 2000, as amended, the applicable Final Terms will
be published on the website of the London Stock Exchange plc through a regulatory news service and/or on the Issuer’s website.
If the Notes are admitted to trading on the regulated market of the Irish Stock Exchange p.l.c. trading as Euronext Dublin (“Euronext
Dublin”) or offered to the public in a Member State of the European Economic Area in circumstances not within an exemption
from the requirement to publish a prospectus under the Prospectus Regulation, the applicable Final Terms will be published on the website
of Euronext Dublin through a regulatory news service and/or on the Issuer’s website. Copies of the TCCI Note Agency Agreement (if
the Notes are Registered Notes issued by Toyota Credit Canada Inc.) are available free of charge and available for inspection by the
holders of Registered Notes issued by Toyota Credit Canada Inc. at the specified offices of the TCCI Registrar and the TCCI Transfer
Agent. Copies of the TMCC Note Agency Agreement (if the Notes are Registered Notes issued by Toyota Motor Credit Corporation) are available
free of charge and available for inspection by the holders of Registered Notes issued by Toyota Motor Credit Corporation at the specified
offices of the TMCC Registrar and the TMCC Transfer Agent. The holders of the Notes (the “Noteholders”), which expression
shall, in relation to any Notes represented by a global Note, be construed as provided in Condition 1, and the holders of the Coupons
(the “Couponholders”) are deemed to have notice of the Agency Agreement and the applicable Final Terms, which are
binding on them. The holders of Registered Notes issued by Toyota Credit Canada Inc. are deemed to have notice of the TCCI Note Agency
Agreement, which is binding on them and the holders of Registered Notes issued by Toyota Motor Credit Corporation are deemed to have
notice of the TMCC Note Agency Agreement, which is binding on them.


 


Words and expressions
defined in the Agency Agreement or (if the Note is a Registered Note issued by Toyota Credit Canada Inc.) in the TCCI Note Agency Agreement
or (if the Note is a Registered Note issued by Toyota Motor Credit Corporation) in the TMCC Note Agency Agreement or used in the applicable
Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise
stated. In


 




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the event of inconsistency
between the Agency Agreement, (if the Note is a Registered Note issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement,
(if the Note is a Registered Note issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement or the applicable Final Terms,
the applicable Final Terms will prevail.


 


		1.	Form,
                                            Denomination and Title 



 


The Notes may be
issued in bearer form (“Bearer Notes”) or, in respect of Notes issued by Toyota Credit Canada Inc. or Toyota Motor
Credit Corporation, in bearer or registered form as set out in the applicable Final Terms and, in the case of definitive Bearer Notes,
serially numbered, in the currency (“Specified Currency”) and in the denominations (“Specified Denomination(s)”),
as specified in the applicable Final Terms.


 


Bearer Notes may
not be exchanged for Registered Notes and vice versa.


 


The Note may be
a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a floating rate basis
(“Floating Rate Note”), a Note issued on a non-interest bearing basis (“Zero Coupon Note”) or any
combination of the foregoing, depending upon the interest basis specified in the applicable Final Terms.


 


Bearer Notes in
definitive form are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to interest (other than
interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable.


 


Subject as set
out below, title to Bearer Notes and Coupons will pass by delivery. The holder of each Coupon whether or not such Coupon is attached
to a Note, in 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 Issuer and any Paying Agent may deem and treat the bearer of any Bearer Note or Coupon as the absolute owner thereof (whether
or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any
previous loss or theft thereof) for all purposes but, in the case of any global Bearer Note, without prejudice to the provisions set
out in the next succeeding paragraph.


 


For so long as
any of the Notes is represented by a global Note, each person who is for the time being shown in the records of Euroclear Bank SA/NV
(“Euroclear”) or of Clearstream Banking S.A. (“Clearstream, Luxembourg”) or any other agreed clearing
system as the holder of a particular nominal amount of such Notes (other than a clearing agency (including Euroclear and Clearstream,
Luxembourg) that is itself an account holder of Euroclear or Clearstream, Luxembourg or any other agreed clearing system (in which regard
any certificate or other document issued by Euroclear or Clearstream, Luxembourg or any other agreed clearing system as to the nominal
amount of Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error
or proven error)) shall be treated by the Issuer, the Agent and any other Paying Agent or (in the case of Registered Notes issued by
Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor
Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent as the holder of such nominal amount of such Notes for all purposes
other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, for which purpose the bearer
of the relevant global Bearer Note or registered holder of the global Registered Note shall be treated by the Issuer, the Agent and any
other Paying Agent as the holder of such Notes in accordance with and subject to the terms of the relevant global Note (and the expressions
“Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes
which are represented by a global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear
or of Clearstream, Luxembourg, as the case may be.


 




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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 Mellon SA/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, Luxembourg shall, whenever the context so permits, except in relation to Bearer Notes in new global
note (“NGN”) form or Registered Notes intended to be held in a manner which would allow Eurosystem eligibility (being
the new safekeeping structure (“NSS”) and hereinafter referred to as “held under the NSS”), be
deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.


 


		2.	Status
                                            of the Notes and the Credit Support Agreements 



 


The Notes and any
relative Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the
Issuer and rank pari passu and rateably without any preference among themselves and (save for certain obligations required to
be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer from time
to time outstanding. The Notes and the Coupons have the benefit of the Credit Support Agreements.


 


		3.	Negative
                                            Pledge 



 


The Notes will
be subject to this Condition 3 only if this Condition 3 is specified to be applicable in the applicable Final Terms. So
long as any of the Notes remains outstanding (as defined in Condition 15) the Issuer will not create or permit to be outstanding any
mortgage, pledge, lien, security interest or other charge (each a “Security Interest”) (other than a Permitted Security
Interest (as defined below)) for the benefit of the holders of any Relevant Indebtedness (as defined below) on the whole or any part
of its property or assets, present or future, to secure any Relevant Indebtedness issued or expressly guaranteed by the Issuer or in
respect of which the Issuer has given any indemnity without in any such case at the same time according to the Notes the same security
as is granted or is outstanding in respect of such Relevant Indebtedness or such guarantee or indemnity or such other security as shall
be approved by the written consent of holders of a majority in aggregate nominal amount of the Notes then outstanding affected
thereby, or by resolution adopted by the holders of a majority in aggregate nominal amount of the Notes then outstanding present or represented
at a meeting of the holders of the Notes affected thereby at which a quorum is present, as provided in the Agency Agreement;
provided, however, that such covenant will not apply to Security Interests securing outstanding Relevant Indebtedness which does not
in the aggregate at any one time exceed 20 per cent. of Consolidated Net Tangible Assets (as defined below) of the Issuer and its consolidated
subsidiaries (if any). For the purposes of this Condition 3: 


 




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“Consolidated
Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after
deducting therefrom all goodwill, trade names, trademarks, patents, unamortised debt discount and expense and other like intangibles
of the Issuer and its consolidated subsidiaries (or, where the Issuer has no consolidated subsidiaries, of the Issuer), all as set forth
on the most recent balance sheet of the Issuer and its consolidated subsidiaries (or, where the Issuer has no consolidated subsidiaries,
the most recent balance sheet of the Issuer) prepared in accordance with generally accepted accounting principles as practised in the
jurisdiction of the Issuer’s incorporation;


 


“Relevant
Indebtedness” shall mean any indebtedness in the form of or represented by bonds, notes, debentures or other securities which
have a final maturity of more than a year from the date of their creation and which are admitted to trading on one or more stock exchanges;


 


“Permitted
Security Interest” shall mean:


 


(i)       any
Security Interest arising by operation of law or any right of set-off;


 


		(ii)	any Security
                                            Interest granted by the Parent in favour of a TMC subsidiary (as defined below) (while such
                                            beneficiary remains a TMC subsidiary) or by one TMC subsidiary in favour of another TMC subsidiary
                                            (while such beneficiary remains a TMC subsidiary);



 


		(iii)	any Security
                                            Interest created in connection with, or pursuant to, a limited-recourse financing, securitisation
                                            or other like arrangement where the payment obligations in respect of the indebtedness secured
                                            by the relevant Security Interest are to be discharged from the revenues generated by assets
                                            over which such Security Interest is created (including, without limitation, receivables),



 


and (in addition
to (i), (ii) and (iii) above) where the Issuer is Toyota Finance Australia Limited, any Security
Interest provided for by one of the following transactions if the transaction does not secure payment or performance of an obligation:


 


		(A)	a transfer of an account or chattel
paper;



 


		(B)	a commercial consignment; or



 


		(C)	a PPS lease,



 


where “account”,
“chattel paper”, “commercial consignment” and “PPS lease” have the same meanings
given to them in the Personal Property Securities Act 2009 of Australia; and


 


“TMC
subsidiary” means any of the Parent’s subsidiaries consolidated in accordance with generally accepted accounting principles
in the United States.


 


		4.	Interest



 


		(a)	Interest
                                            on Fixed Rate Notes and Business Day Convention for Notes other than Floating Rate Notes
                                            



 


Each Fixed Rate
Note bears interest from (and including) the Interest Commencement Date which is specified in the applicable Final Terms (or the Issue
Date, if no Interest Commencement Date is separately specified) to (but excluding) the Maturity Date specified in the applicable Final
Terms at the rate(s) per annum equal to the Fixed Rate(s) of Interest so specified payable in arrear on the Interest Payment Date(s)
in each year and on the Maturity Date so specified if it does not fall on an Interest Payment Date.


 




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If the Notes are
in definitive form, except as provided in the applicable Final Terms, or if the applicable Final Terms specify that a Fixed Coupon Amount
or Broken Amount(s) shall apply in the case of Notes represented by a global Note, the amount of interest payable on each Interest Payment
Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount as specified
in the applicable Final Terms. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms,
amount to the Broken Amount(s) so specified.


 


As used in these
Terms and Conditions, “Fixed Interest Period” means the period from (and including) an Interest Payment Date (or the
Interest Commencement Date or the Issue Date, as the case may be) to (but excluding) the next (or first) Interest Payment Date or Maturity
Date.


 


Unless specified
otherwise in the applicable Final Terms, the “Following Business Day Convention” will apply to the payment of all
Fixed Rate Notes, meaning that if the Interest Payment Date or Maturity Date would otherwise fall on a day which is not a Business Day
(as defined in Condition 4(b)(i) below), the related payment of principal or interest will be made on the next succeeding Business
Day as if made on the date such payment was due. If the “Modified Following Business Day Convention” is specified
in the applicable Final Terms for any Fixed Rate Note, it shall mean that if the Interest Payment Date or Maturity Date would otherwise
fall on a day which is not a Business Day (as defined in Condition 4(b)(i) below), the related payment of principal or interest will
be made on the next succeeding Business Day as if made on the date such payment was due unless it would thereby fall into the next calendar
month in which event the full amount of payment shall be made on the immediately preceding Business Day as if made on the day such payment
was due. Unless specified otherwise in the applicable Final Terms, the amount of interest due shall not be changed if payment is made
on a day other than an Interest Payment Date or the Maturity Date as a result of the application of a Business Day Convention specified
above or other Business Day Convention specified in the applicable Final Terms.


 


Except in the case
of (i) Notes in definitive form where a Fixed Coupon Amount or a Broken Amount is specified in the applicable Final Terms or (ii) Notes
represented by a global Note where the applicable Final Terms specify that a Fixed Coupon Amount or Broken Amount(s) shall apply, interest
shall be calculated in respect of any period (including any period ending other than on an Interest Payment Date (which for this purpose
shall not include a period where a payment is made on a day other than an Interest Payment Date or the Maturity Date as a result of the
application of a Business Day Convention as provided in the immediately preceding paragraph, unless specified otherwise in the applicable
Final Terms)) by applying the Fixed Rate of Interest to:


 


		(A)	in the case
                                            of Fixed Rate Notes which are represented by a global Note, the aggregate outstanding nominal
                                            amount of the Fixed Rate Notes represented by such global Note; or



 


		(B)	in the case
                                            of Fixed Rate Notes in definitive form, the Calculation Amount,



 


and, in each case,
multiplying such sum by the applicable Fixed Day Count Fraction or Day Count Fraction as specified in the applicable Final Terms, and
rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards
or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form
is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the
amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied
to reach the Specified Denomination, without any further rounding.


 


In these Terms
and Conditions, “Fixed Day Count Fraction” means:


 


		(i)	if “Actual/Actual
                                            (ICMA)” is specified in the applicable Final Terms:



 




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		(A)	in the
                                            case of Notes where the number of days in the relevant period from (and including) the most
                                            recent Interest Payment Date (or, if none, the Interest Commencement Date or Issue Date,
                                            as applicable) to (but excluding) the relevant payment date (the “Accrual Period”)
                                            is equal to or shorter than the Determination Period (as defined below) during which the
                                            Accrual Period ends, the number of days in such Accrual Period divided by the product of
                                            (1) the number of days in such Determination Period and (2) the number of Determination Dates
                                            (as specified in the applicable Final Terms) that would occur in one calendar year assuming
                                            interest was to be payable in respect of the whole of that year; or



 


		(B)	in
                                            the case of Notes where the Accrual Period is longer than the Determination
                                            Period during which the Accrual Period ends, the sum of:



 


		(1)	the
                                            number of days in such Accrual Period falling in the Determination Period in which the Accrual
                                            Period begins divided by the product of (x) the number
                                            of days in such Determination Period and (y) the number of Determination Dates (as specified
                                            in the applicable Final Terms) that would occur in one calendar year assuming interest was
                                            to be payable in respect of the whole of that year; and 



 


		(2)	the number
                                            of days in such Accrual Period falling in the next Determination Period divided by the product
                                            of (x) the number of days in such Determination Period and (y) the number of Determination
                                            Dates (as specified in the applicable Final Terms) that would occur in one calendar year
                                            assuming interest was to be payable in respect of the whole of that year;



 


		(ii)	if
                                            “Actual/Actual (ISDA)” is specified in the applicable Final Terms, the
                                            actual number of days in the relevant period from (and including) the most recent Interest
                                            Payment Date (or, if none, the Interest Commencement Date or Issue Date, as applicable) to
                                            (but excluding) the next scheduled Interest Payment Date divided by 365 (or, if any portion
                                            of that period falls in a leap year, the sum of (x) the actual number of days in that
                                            portion of the period falling in a leap year divided by 366; and (y) the actual number
                                            of days in that portion of the period falling in a non-leap year divided by 365);



 


		(iii)	if
                                            “30/360” is specified in the applicable Final Terms, the number of days
                                            in the relevant period from
                                            (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement
                                            Date or Issue Date, as applicable) to (but excluding) the next scheduled Interest Payment
                                            Date (such number of days being calculated on the basis of a year of 360 days with 12 30-day
                                            months) divided by 360 and, in the case of an incomplete month, the number of days elapsed;
                                            



 


		(iv)	if
                                            “Actual/360” is specified in the applicable Final Terms, the actual number
                                            of days in the relevant period from (and including) the most recent Interest Payment Date
                                            (or, if none, the Interest Commencement Date or Issue Date, as applicable) to (but excluding)
                                            the next scheduled Interest Payment Date divided by 360;



 


		(v)	if “Actual/Actual
                                            Canadian Compound Method” is specified in the applicable Final Terms, whenever
                                            it is necessary to compute any amount of accrued interest in respect of the Notes for a period
                                            of less than one full year, other than in respect of any Fixed Coupon Amount or Broken Amount,
                                            such interest will be calculated on the basis of the actual number of days in the period
                                            and a year of 365 days; and



 


		(vi)	if “Actual/365
                                            (Fixed)” is specified in the applicable Final Terms, the actual number of days
                                            in the Fixed Interest Period divided by 365.



 




    Page 51


     


    

In these Terms
and Conditions:


 


“Determination
Period” means the period from (and including) a Determination Date (as specified in the applicable Final Terms) to (but excluding)
the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination
Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such
date); and


 


“sub-unit”
means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country
of such currency and, with respect to euro, means one cent.


 


		(b)	Interest
                                            on Floating Rate Notes 



 


(i)       Interest
Payment Dates


 


Each Floating Rate
Note bears interest from (and including) the Interest Commencement Date specified in the applicable Final Terms (or the Issue Date, if
no Interest Commencement Date is separately specified) and, unless specified otherwise in the applicable Final Terms, at the rate equal
to the Rate of Interest payable in arrear on the Maturity Date and on either: (1) the Specified Interest Payment Date(s) (each, together
with the Maturity Date, an “Interest Payment Date”) in each year specified in the applicable Final Terms; or (2) if
no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with the Maturity
Date, an “Interest Payment Date”) which falls the number of months or other period specified as the Specified Period
in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the
Interest Commencement Date or Issue Date, as applicable. Such interest will be payable in respect of each Interest Period. As used in
these Terms and Conditions, “Interest Period” means the period from (and including) an Interest Payment Date (or the
Interest Commencement Date or Issue Date, as applicable) to (but excluding) the next (or first) Interest Payment Date.


 


If a Business Day
Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which
an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day (as
defined below), then, if the Business Day Convention specified is:


 


		(A)	in any
                                            case where Specified Periods are specified in accordance with Condition 4(b)(i)(2) above,
                                            the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall
                                            be the last day that is a Business Day in the relevant month and the provisions of (2) below
                                            in this sub-paragraph (A) shall apply mutatis mutandis or (ii) in the case of (y)
                                            above, shall be postponed to the next day which is a Business Day unless it would thereby
                                            fall into the next calendar month, in which event (1) such Interest Payment Date shall be
                                            brought forward to the immediately preceding Business Day and (2) each subsequent Interest
                                            Payment Date shall be the last Business Day in the month which falls in the Specified Period
                                            after the preceding applicable Interest Payment Date occurred; or



 


		(B)	the Following
                                            Business Day Convention, such Interest Payment Date shall be postponed to the next day which
                                            is a Business Day; or



 


		(C)	the
                                            Modified Following Business Day Convention, such Interest Payment Date shall be postponed
                                            to the next day which is a Business Day unless it would thereby
                                            fall into the next calendar month, in which event such Interest Payment Date shall be brought
                                            forward to the immediately preceding Business Day; or 



 




    Page 52


     


    

		(D)	the
                                            Preceding Business Day Convention, such Interest Payment Date shall be brought forward
                                            to the immediately preceding Business Day. 



 


In
these Terms and Conditions, “Business Day” means (unless otherwise stated in the applicable Final Terms) a day which
is both:


 


		(1)	a day
                                            on which commercial banks and foreign exchange markets settle payments and are open for general
                                            business (including dealing in foreign exchange and foreign currency deposits) in London
                                            and any other Additional Business Centre specified in the applicable Final Terms; and



 


		(2)	(i) in
                                            relation to any sum payable in a Specified Currency other than euro and Renminbi, a day on
                                            which commercial banks and foreign exchange markets settle payments and are open for general
                                            business (including dealings in foreign exchange and foreign currency deposits) in the principal
                                            financial centre of the country of the relevant Specified Currency (which, if the Specified
                                            Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively),
                                            (ii) in relation to any sum payable in euro, a day on which the TARGET2 System is open or
                                            (iii) in relation to any sum payable in Renminbi, a day on which commercial banks and foreign
                                            exchange markets are open for business and settlement of Renminbi payments in Hong Kong or
                                            such RMB Settlement Centre(s) as may be specified in the applicable Final Terms. Unless otherwise
                                            provided in the applicable Final Terms, the principal financial centre of any country for
                                            the purpose of these Terms and Conditions shall be as provided in the 2006 ISDA Definitions
                                            (as published by the International Swaps and Derivatives Association, Inc.) as supplemented,
                                            amended and updated as of the first Issue Date of the Notes of the relevant Series (the “ISDA
                                            Definitions”) (except if the Specified Currency is Australian dollars or New Zealand
                                            dollars the principal financial centre shall be Sydney or Auckland, respectively). In these
                                            Terms and Conditions, “TARGET2 System” means the Trans-European Automated
                                            Real-Time Gross Settlement Express Transfer (TARGET2) System or any successor thereto.



 


		(ii)	Rate of
Interest



 


The Rate of Interest
payable from time to time in respect of the Floating Rate Notes will be determined in the manner specified in the applicable Final Terms.


 


Unless otherwise
stated in the applicable Final Terms, the Minimum Rate of Interest shall be deemed to be zero.


 


		(iii)	ISDA Determination



 


(A)       Where
ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate
of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin
(if any) as determined by the Agent (or such other Calculation Agent specified in the applicable Final Terms). For the purposes of this
Condition 4(b)(iii) unless specified otherwise in the applicable Final Terms, “ISDA Rate plus or minus (as indicated in the
applicable Final Terms) the Margin (if any)” for an Interest Period means a rate equal to the Floating Rate that would be determined
under an interest rate swap transaction under the terms of an agreement (regardless of any event of default or termination event thereunder)
incorporating the ISDA Definitions with the holder of the relevant Note and under which:


 


		(1)	the manner
                                            in which the Rate of Interest is to be determined is the “Floating Rate Option”
                                            as specified in the applicable Final Terms;



 




    Page 53


     


    

		(2)	the
                                            Issuer is the “Floating
                                            Rate Payer”;



 


		(3)	the
                                            Agent or other person specified
                                            in the applicable Final Terms is the “Calculation Agent”;



 


		(4)	the
                                            Interest Commencement Date
                                            is the “Effective Date”;



 


		(5)	the
                                            Aggregate Nominal Amount
                                            of Notes is the “Notional Amount”;



 


		(6)	the
                                            relevant Interest Period
                                            is the “Designated Maturity” as specified in the applicable Final Terms;
                                            



 


		(7)	the
                                            Interest Payment Dates
                                            are the “Floating Rate Payer Payment Dates”;



 


		(8)	the
                                            Margin is the “Spread”;
                                            and



 


		(9)	the relevant
                                            Reset Date is the day specified in the applicable Final Terms.



 


		(B)	When Condition 4(b)(iii)(A) applies,
unless specified otherwise in the applicable Final Terms with respect to each relevant Interest Payment Date:



 


		(1)	the
                                            amount of interest determined
                                            for such Interest Payment Date shall be the Interest Amount for the relevant Interest Period
                                            for the purposes of these Terms and Conditions as though calculated under Condition 4(b)(vi) below;
                                            and



 


		(2)	(i) “Floating
                                            Rate”, “Floating Rate Option”, “Floating Rate Payer”,
                                            “Effective Date”, “Notional Amount”, “Floating
                                            Rate Payer Payment Dates”, “Spread”, “Calculation Agent”,
                                            “Designated Maturity” and “Reset Date” have the meanings
                                            given to those terms in the ISDA Definitions; and (ii) “Euro-zone” means
                                            the region comprised of Member
                                            States of the European Union that adopt the single currency in accordance with the Treaty
                                            on the Functioning of the European Union, as amended.



 


		(iv)	Screen
                                            Rate Determination 



 


Where Screen Rate
Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of
Interest for each Interest Period will be determined as provided below, subject to Condition 4(c):


 


		(1)	where the
                                            Reference Rate is specified in the applicable Final Terms as being a Reference Rate other
                                            than the Sterling Overnight Index Average (“SONIA”), the Rate of Interest
                                            for each Interest Period will be either:



 


		(x)	the rate
                                            or offered quotation (if there is only one rate or offered
                                            quotation on the Relevant Screen Page); or



 


		(y)	the arithmetic
                                            mean (rounded, if necessary, to the fifth decimal place with 0.000005 being rounded
                                            upwards) of the rates or offered quotations,



 


(expressed as a
percentage rate per annum), for the Reference Rate (as specified in the applicable Final Terms) for deposits in the Specified Currency
for that Interest Period which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service
which displays the information) (as specified in the applicable Final Terms) as at the Specified Time (as specified in the applicable
Final Terms) on the Interest Determination Date (as defined below) in question plus or minus (as specified in the applicable Final Terms)
the Margin (if any), all as determined by the Agent (or such other Calculation Agent specified in the applicable Final Terms). Unless
specified otherwise in the applicable Final Terms, if, in the case of (y) above, five


 




    Page 54


     


    

or more of such
rates or offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest rate or
offered quotation, one only of such rates or offered quotations) and the lowest (or, if there is more than one such lowest rate or offered
quotation, one only of such rates or offered quotations) shall be disregarded by the Agent (or such other Calculation Agent specified
in the applicable Final Terms) for the purpose of determining the arithmetic mean (rounded as provided above) of such rates or offered
quotations. In addition:


 


(A)       if,
in the case of (x) above, no such rate or offered quotation appears or, in the case of (y) above, fewer than two of such rates
or offered quotations appear at such time or if the offered rate or rates which appears or appear, as the case may be, as at such time
do not apply to a period of a duration equal to the relevant Interest Period, the Rate of Interest for such Interest Period shall, subject
as provided below and except as otherwise indicated in the applicable Final Terms, be the arithmetic mean (rounded, if necessary, to
the fifth decimal place with 0.000005 being rounded upwards) of the bid rates or offered quotations (expressed as a percentage rate per
annum), of which the Agent (or such other Calculation Agent specified in the applicable Final Terms) is advised by or as is accepted
by all Reference Banks (as defined below) as at the Specified Time on the Interest Determination Date for a period of the Interest Period
and in an amount that is representative for a single transaction in the relevant market at the relevant time, if applicable, plus or
minus (as specified in the applicable Final Terms) the Margin (if any), all as determined by the Agent (or such other Calculation Agent
specified in the applicable Final Terms);


 


(B)       if
on any Interest Determination Date to which Condition 4(b)(iv)(1)(A) applies two or three only of the Reference Banks advise the Agent
(or such other Calculation Agent specified in the applicable Final Terms) of such bid rates or offered quotations, the Rate of Interest
for the next Interest Period shall, subject as provided below, be determined as in Condition 4(b)(iv)(1)(A) on the basis of the rates
or offered quotations of those Reference Banks advising or accepting such bid rates or offered quotations;


 


(C)       if
on any Interest Determination Date to which Condition 4(b)(iv)(1)(A) applies one only or none of the Reference Banks advises the Agent
(or such other Calculation Agent specified in the applicable Final Terms) of such rates or offered quotations, the Rate of Interest for
the next Interest Period shall, subject as provided below and except as otherwise indicated in the applicable Final Terms, be whichever
is the higher of:


 


		(1)	the Rate
                                            of Interest in effect for the last preceding Interest Period to which Condition 4(b)(iv)(1)(A)
                                            shall have applied (plus or minus (as specified in the applicable Final Terms), where a different
                                            Margin is to be applied to the next Interest Period than that which applied to the last preceding
                                            Interest Period, the Margin relating to the next Interest Period in place of the Margin relating
                                            to the last preceding Interest Period); or



 


		(2)	the reserve
                                            interest rate (the “Reserve Interest Rate”) which shall be the
                                            rate per annum which the Agent (or such other Calculation Agent specified in the applicable
                                            Final Terms) determines to be either:



 


		(x)	the arithmetic
                                            mean (rounded, if necessary, to the fifth decimal place with 0.000005 being rounded upwards)
                                            of the lending rates for the Specified Currency which banks selected by the Agent (or such
                                            other Calculation Agent specified in the applicable Final Terms) in the principal financial
                                            centre of the country of the Specified Currency (which, if Australian dollars, shall be Sydney,
                                            if New Zealand dollars, shall be Auckland and if euro, shall be London, unless specified
                                            otherwise in the applicable Final Terms) are quoting on the relevant Interest Determination
                                            Date for the next Interest Period to the Reference Banks or those of them (being at least
                                            two in number) to which such quotations are, in the opinion of the Agent (or such other Calculation
                                            Agent specified in the applicable Final Terms), being so



 




    Page 55


     


    

made plus
or minus (as specified in the applicable Final Terms) the Margin (if any); or


 


		(y)	in the
                                            event that the Agent (or such other Calculation Agent specified in the applicable Final Terms)
                                            can determine no such arithmetic mean (in accordance with (x) above), the lowest lending
                                            rate for the Specified Currency which banks selected by the Agent (or such other Calculation
                                            Agent specified in the applicable Final Terms) in the principal financial centre of the country
                                            of the Specified Currency (which, if Australian dollars, shall be Sydney, if New Zealand
                                            dollars, shall be Auckland and if euro, shall be London, unless specified otherwise in the
                                            applicable Final Terms) are quoting on such Interest Determination Date to leading European
                                            banks for the next Interest Period plus or minus (as specified in the applicable Final Terms)
                                            the Margin (if any), provided that if the banks selected as aforesaid by the Agent (or such
                                            other Calculation Agent specified in the applicable Final Terms) are not quoting as mentioned
                                            above, the Rate of Interest shall be the Rate of Interest specified in (1) above;



 


		(2)	(A)where
                                            the Reference Rate is specified in the applicable Final Terms as being SONIA and the Calculation
                                            Method is specified in the applicable Final Terms as being Compounded Daily Rate, the Rate
                                            of Interest for each Interest Period will be Compounded Daily SONIA for the Interest Period
                                            plus or minus (as indicated in the applicable Final Terms) the Margin, if any, all determined
                                            by the Agent (or such other Calculation Agent specified in the applicable Final Terms).



 


“Compounded
Daily SONIA” means, with respect to an Interest Period, the rate of return of a daily compound interest investment (with the
daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated by the Agent (or such
other Calculation Agent specified in the applicable Final Terms) on the Interest Determination Date, as follows, and the resulting percentage
will be rounded if necessary to the fourth decimal place, with 0.00005 per cent. being rounded upwards:


 





 


where:


 


“d”
is the number of calendar days in:


 


		(i)	where
                                            Lag is specified as the Observation Method in the applicable Final Terms, the relevant Interest
                                            Period; or






		(ii)	where
                                            Shift is specified as the Observation Method in the applicable Final Terms, the relevant
                                            Observation Period;



 


“D”
is the number specified as such in the applicable Final Terms (or, if no such number is specified, 365);


 


“dO”
is the number of London Banking Days in:


 


		(i)	where
                                            Lag is specified as the Observation Method in the applicable Final Terms, the relevant Interest
                                            Period; or






		(ii)	where
                                            Shift is specified as the Observation Method in the applicable Final Terms, the relevant
                                            Observation Period;



 




    Page 56


     


    

“i”
is a series of whole numbers from one to dO, each representing the relevant London Banking Day in chronological order
from, and including, the first London Banking Day in:


 


		(i)	where
                                            Lag is specified as the Observation Method in the applicable Final Terms, the relevant Interest
                                            Period; or






		(ii)	where
                                            Shift is specified as the Observation Method in the applicable Final Terms, the relevant
                                            Observation Period;



 


“London
Banking Day” or “LBD” means any day on which commercial banks are open for general business (including dealings
in foreign exchange and foreign currency deposits) in London;


 


“ni”
for any London Banking Day “i”, means the number of calendar days from, and including, such London Banking Day “i”
up to but excluding the following London Banking Day;


 


“Observation
Look-Back Period” is as specified in the applicable Final Terms;


 


“Observation
Period” means the period from, and including, the date falling “p” London Banking Days prior to the first
day of the relevant Interest Period (and the first Interest Period shall begin on and include the Interest Commencement Date) and ending
on, but excluding, the date falling “p” London Banking Days prior to the Interest Payment Date for such Interest Period;


 


“p”
for any Interest Period is the number of London Banking Days included in the Observation Look-Back Period, as specified in the applicable
Final Terms and which shall not be specified in the applicable Final Terms as less than five without the prior agreement of the Agent
(or such other Calculation Agent specified in the applicable Final Terms);


 


“Relevant
SONIAi” means, in respect of any London Banking Day “i”:


 


		(i)	where
                                            Lag is specified as the Observation Method in the applicable Final Terms, SONIAi-pLBD;
                                            or






		(ii)	where
                                            Shift is specified as the Observation Method in the applicable Final Terms, SONIAiLBD;



 


“SONIAiLBD”
means, in respect of any London Banking Day “i” the SONIA reference rate for such London Banking Day “i”;


 


“SONIAi-pLBD”
means, in respect of any London Banking Day “i” falling in the relevant Interest Period, the SONIA reference rate
for the London Banking Day falling “p” London Banking Days prior to the relevant London Banking Day “i”;
and


 


“SONIA
reference rate”, in respect of any London Banking Day, is a reference rate equal to the daily SONIA rate for such London Banking
Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page or, if the
Relevant Screen Page is unavailable, as otherwise published by such authorised distributors, in each case on the London Banking Day immediately
following such London Banking Day.


 


If, in respect
of any London Banking Day, the applicable SONIA reference rate is not made available on the Relevant Screen Page and has not otherwise
been published by the relevant authorised distributors, then unless the Agent (or such other Calculation Agent specified in the applicable
Final Terms) has been notified of any Successor Rate or Alternative Rate (and any related Adjustment Spread or Benchmark Amendments)
pursuant to Condition 4(c), if applicable, the SONIA reference rate in respect of such London Banking Day shall be:


 


		(x)	the SONIA
                                            Reference Rate published on the Relevant Screen Page (or otherwise published by the relevant
                                            authorised distributors) for the first preceding London



 




    Page 57


     


    

Banking
Day on which the SONIA Reference Rate was published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors);
or


 


		(y)	if such
                                            SONIA reference rate in paragraph (x) is not available on the relevant London Banking Day,
                                            (i) the Bank of England’s Bank Rate (the “Bank Rate”) prevailing
                                            at the close of business on the relevant London Banking Day; plus (ii) the mean of the spread
                                            of the SONIA reference rate to the Bank Rate over the previous five London Banking Days in
                                            respect of which a SONIA reference rate has been published, excluding the highest spread
                                            (or, if there is more than one highest spread, one only of those highest spreads) and lowest
                                            spread (or, if there is more than one lowest spread, one only of those lowest spreads) to
                                            the Bank Rate.



 


Notwithstanding
the paragraph above, and subject to Condition 4(c), in the event of the Bank of England publishing guidance as to (i) how the SONIA rate
is to be determined; or (ii) any rate that is to replace the SONIA rate, the Agent (or such other Calculation Agent specified in the
applicable Final Terms) shall, subject to receiving written instructions from the Issuer and to the extent that it is reasonably practicable,
follow such guidance in order to determine the SONIA rate for any London Banking Day “i”, for purposes of Notes of
the relevant Series for so long as the SONIA rate is not available and has not been published by the authorised distributors.


 


(B)       where
the Reference Rate is specified in the applicable Final Terms as being SONIA and the Calculation Method is specified in the applicable
Final Terms as being Compounded Index Rate, the Rate of Interest for each Interest Period will be Compounded Daily SONIA as provided
below for the Interest Period determined by reference to the screen rate or index for Compounded Daily SONIA administered by the administrator
of the SONIA reference rate that is published or displayed by such administrator or other information service from time to time at the
Specified Time on the relevant determination dates specified below, as further specified in the applicable Final Terms (the “SONIA
Compounded Index”) and in accordance with the following formula, and the resulting percentage will be rounded if necessary
to the fourth decimal place, with 0.00005 per cent. being rounded upwards, plus or minus (as indicated in the applicable Final Terms)
the Margin, if any, all determined by the Agent (or such other Calculation Agent specified in the applicable Final Terms).


 


	Compounded
    Daily SONIA rate =

     
	


 


where:


 


“d”
is the number of calendar days from (and including) the day in relation to which x is determined to (but excluding) the day in
relation to which y is determined;


 


“x”
denotes that the relevant SONIA Compounded Index is the SONIA Compounded Index determined in relation to the day falling the Relevant
Number of London Banking Days prior to the first day of the relevant Interest Period;


 


“y”
denotes that the relevant SONIA Compounded Index is the SONIA Compounded Index determined in relation to the day falling the Relevant
Number of London Banking Days prior to the Interest Payment Date for such Interest Period, or such other date as when the relevant payment
of interest falls to be due (but which by definition or the operation of the relevant provisions is excluded from such Interest Period);


 


“London
Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange
and foreign currency deposits) in London; and


 


“Relevant
Number” is as specified in the applicable Final Terms.


 




    Page 58


     


    

If the SONIA Compounded
Index is not published or displayed by the administrator of the SONIA reference rate or other information service at the Specified Time
on the relevant Interest Determination Date as specified in the applicable Final Terms, the Compounded Daily SONIA rate for the applicable
Interest Period for which SONIA Compounded Index is not available shall be Compounded Daily SONIA determined in accordance with Condition
4(b)(iv)(2)(A) above as if Compounded Index Rate is not specified as being applicable in the applicable Final Terms. For these purposes,
the Calculation Method shall be deemed to be Compounded Daily Rate, the Relevant Number specified in the applicable Final Terms shall
be the Observation Lookback Period and Observation Method shall be deemed be Shift as if Compounded Index Rate is not specified as being
applicable and these alternative elections had been made.


 


(C)       if
the relevant Series of Notes becomes due and payable in accordance with Condition 9, the final Interest Determination Date shall, notwithstanding
any Interest Determination Date specified in the applicable Final Terms, be deemed to be the due date on which such Notes become due
and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such
date.


 


(3)       Other
definitions:


 


“Banking
Day” means, in respect of any place, any day on which commercial banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in that place or, as the case may be, as indicated in the applicable Final Terms;


 


“Interest
Determination Date” means, unless otherwise specified in the applicable Final Terms, (1) other than in the case of Condition 4(b)(iv)(1)(A),
with respect to Notes denominated in any Specified Currency other than Sterling, Canadian dollars or euro, the second Banking Day in
London prior to the commencement of the relevant Interest Period and, in the case of Condition 4(b)(iv)(1)(A), the second Banking
Day in the principal financial centre of the country of the Specified Currency (which, if Australian dollars, shall be Sydney, if New
Zealand dollars, shall be Auckland and if euro, shall be London) prior to the commencement of the relevant Interest Period; (2) subject
to (3) below, with respect to Notes denominated in Sterling or Canadian dollars the first Banking Day in the principal financial centre
of the country of the Specified Currency of the relevant Interest Period; (3) with respect to Notes denominated in Sterling where the
Reference Rate is specified in the applicable Final Terms as being SONIA, the first London Banking Day of the relevant Interest Period;
and (4) with respect to Notes denominated in euro, the second day on which the TARGET2 system is open prior to the commencement
of the relevant Interest Period;


 


“Reference
Banks” means, in the case where the Reference Rate is LIBOR, the principal London office of four major banks in the London
inter-bank market; in the case where the Reference Rate is EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone
inter-bank market; in the case where the Reference Rate is CAD-BA-CDOR, the principal Toronto office of four major Canadian chartered
banks listed in Schedule I to the Bank Act (Canada), or otherwise such banks as may be specified in the applicable Final Terms as the
Reference Banks;


 


“Reference
Rate” means LIBOR, EURIBOR, CAD-BA-CDOR or SONIA as specified in the Final Terms and the expression “Relevant Screen
Page” means such page, whatever its designation, on which the Reference Rate that is for the time being displayed on the Reuters
Monitor Money Rates Service or Dow Jones Market Limited or other such service, as specified in the applicable Final Terms; and


 


“Specified
Time” means the time as of which any rate is to be determined as specified in the applicable Final Terms, or if none is specified,
the time at which it is customary to determine such rate.


 




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		(v)	Minimum
                                            Rate of Interest and/or Maximum Rate of Interest 



 


If the applicable
Final Terms specifies a Minimum Rate of Interest/Interest Amount for any Interest Period, then in no event shall the Rate of Interest/Interest
Amount for such Interest Period be less than such Minimum Rate of Interest/Interest Amount. If the applicable Final Terms specifies a
Maximum Rate of Interest/Interest Amount for any Interest Period, then in no event shall the Rate of Interest/Interest Amount for such
Interest Period be greater than such Maximum Rate of Interest/Interest Amount.


 


		(vi)	Determination
                                            of Rate of Interest and Calculation of Interest Amounts 



 


The Agent (or,
if the Agent is not the Calculation Agent, the Calculation Agent specified in the applicable Final Terms) will, on or as soon as practicable
after each time at which the Rate of Interest is to be determined, determine the Rate of Interest (subject to any Minimum or Maximum
Rate of Interest/Interest Amount specified in the applicable Final Terms) and calculate the amount of interest (the “Interest
Amount”) payable on the Floating Rate Notes for the relevant Interest Period, by applying the Rate of Interest to:


 


		(A)	subject
                                            to paragraph (C) below, in the case of Floating Rate Notes which are represented by a global
                                            Note, the aggregate outstanding nominal amount of the Notes represented by such global Note;



 


		(B)	in the
                                            case of Floating Rate Notes in definitive form, the Calculation Amount; or



 


		(C)	in the
                                            case of Floating Rate Notes which are represented by a global Note and the applicable Final
                                            Terms indicates that the Rate of Interest shall be applied to the Calculation Amount, the
                                            Calculation Amount,



 


and, in each case,
multiplying such sum by the applicable Day Count Fraction, as specified in the applicable Final Terms, and rounding the resultant figure
to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance
with applicable market convention or as specified in the applicable Final Terms. Where the Specified Denomination of a Floating Rate
Note in the case of paragraph (B) or (C) above is a multiple of the Calculation Amount, the Interest Amount payable in respect of such
Floating Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount
by which the Calculation Amount is multiplied to reach the Specified Denomination, without further rounding.


 


“Day Count
Fraction” means in respect of the calculation of an amount of interest for any Interest Period:


 


		(A)	if
                                            “Actual/Actual (ISDA)” or “Actual/Actual” is specified
                                            in the applicable Final Terms, the actual number of days in the Interest Period divided by
                                            365 (or, if any portion of that Interest
                                            Period falls in a leap year, the sum of (A) the actual number of days in that portion of
                                            the Interest Period falling in a leap year divided by 366 and (B) the actual number of days
                                            in that portion of the Interest Period falling in a non-leap year divided by 365); 



 


		(B)	if “Actual/365
                                            (Fixed)” is specified in the applicable Final Terms, the actual number of days
                                            in the Interest Period divided by 365;



 


		(C)	if “Actual/360”
                                            is specified in the applicable Final Terms, the actual number of days in the Interest Period
                                            divided by 360;



 




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		(D)	if “30/360”,
                                            “360/360” or “Bond Basis” is specified in the applicable Final
                                            Terms, the number of days in the Interest Period divided by 360, calculated on a formula
                                            basis as follows:



 


	Day Count Fraction =	


 


where:


 


“Y1”
is the year, expressed as a number, in which the first day of the Interest Period falls;


 


“Y2”
is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


 


“M1”
is the calendar month, expressed as a number, in which the first day of the Interest Period falls;


 


“M2”
is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


 


“D1”
is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will
be 30; and


 


“D2”
is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would
be 31 and D1 is greater than 29, in which case D2 will be 30;


 


		(E)	if “30E/360”
                                            or “Eurobond Basis” is specified in the applicable Final Terms, the number
                                            of days in the Interest Period divided by 360, calculated on a formula basis as follows:



 





	Day Count Fraction =	


 





where:


 


“Y1”
is the year, expressed as a number, in which the first day of the Interest Period falls;


 


“Y2”
is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


 


“M1”
is the calendar month, expressed as a number, in which the first day of the Interest Period falls;


 


“M2”
is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


 


“D1”
is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1
will be 30; and


 




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“D2”
is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would
be 31, in which case D2 will be 30;


 


		(F)	if “30E/360
                                            (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest
                                            Period divided by 360, calculated on a formula basis as follows:



 





	Day Count Fraction =	


 





where:


 


“Y1”
is the year, expressed as a number, in which the first day of the Interest Period falls;


 


“Y2”
is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


 


“M1”
is the calendar month, expressed as a number, in which the first day of the Interest Period falls;


 


“M2”
is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;


 


“D1”
is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such
number would be 31, in which case D1 will be 30; and


 


“D2”
is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is
the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; and


 


		(G)	if “Actual/365
                                            (Sterling)” is specified in the applicable Final Terms, the number of days in the
                                            Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap
                                            year, 366.



 


		(vii)	Linear
                                            Interpolation



 


Where Linear Interpolation
is specified as applicable in respect of an Interest Period or Specified Period in the applicable Final Terms, the Rate of Interest for
such Interest Period or Specified Period shall be calculated by the Agent (or if the Agent is not the Calculation Agent, the Calculation
Agent specified in the applicable Final Terms) by straight line linear interpolation by reference to two rates based on the relevant
Reference Rate (where Screen Rate Determination is specified as applicable in the applicable Final Terms) or the relevant Floating Rate
Option (where ISDA Determination is specified as applicable in the applicable Final Terms), one of which shall be determined as if the
Designated Maturity (as defined below) were the period of time for which rates are available next shorter than the length of the relevant
Interest Period or Specified Period and the other of which shall be determined as if the Designated Maturity were the period of time
for which rates are available next longer than the length of the relevant Interest Period or Specified Period, provided however, that
if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Agent (or if the Agent
is not the Calculation Agent, the Calculation Agent specified in the applicable Final Terms) shall determine such rate at such time and
by reference to such sources as the Issuer shall determine as appropriate for such purposes.


 




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For the purposes
of this Condition 4(b)(vii), the expression “Designated Maturity” means, in relation to Screen Rate Determination,
the period of time designated in the Reference Rate.


 


		(viii)	Notification
                                            of Rate of Interest and Interest Amount



 


The Agent will
cause the Rate of Interest and each Interest Amount for each Interest Period or Specified Period and the relevant Interest Payment Date
to be notified to the Issuer, the TCCI Registrar and the TCCI Transfer Agent (in the case of Registered Notes issued by Toyota Credit
Canada Inc.), the TMCC Registrar and the TMCC Transfer Agent (in the case of Registered Notes issued by Toyota Motor Credit Corporation)
and any stock exchange or other relevant authority on which the relevant Floating Rate Notes are for the time being admitted to trading
and listed and will cause notice of the same to be published or given in accordance with Condition 16 as soon as possible after their
determination but in no event later than the fourth London Business Day after their determination. Each Interest Amount and Interest
Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without publication
as aforesaid or prior notice in the event of an extension or shortening of the Interest Period or Specified Period in accordance with
the provisions hereof. Any such amendment will promptly be notified to each stock exchange or other relevant authority on which the relevant
Floating Rate Notes are for the time being admitted to trading and listed. For the purposes of this Condition 4(b)(viii), the expression
“London Business Day” means a day (other than a Saturday or Sunday) on which banks and foreign exchange markets are
open for general business in London.


 


		(ix)	Certificates
                                            to be Final 



 


All certificates,
communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes
of the provisions of this Condition 4(b), whether by the Agent or other Calculation Agent, shall (in the absence of wilful default, bad
faith, manifest error or proven error) be binding on the Issuer, the Agent, the Calculation Agent, any other Paying Agent and all Noteholders
and Couponholders and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and TCCI Transfer Agent
and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and TMCC Transfer Agent and (in the
absence of wilful default or bad faith) no liability to the Issuer, the Noteholders or the Couponholders shall attach to the Agent or
the Calculation Agent in connection with the exercise or non-exercise by either of them of their powers, duties and discretions pursuant
to such provisions.


 


		(c)	Benchmark
                                            Discontinuation



 


Notwithstanding
the provisions in Condition 4(b) above, if the Issuer determines that a Benchmark Event has occurred in relation to an Original Reference
Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to that Original Reference Rate,
then the following provisions of this Condition 4(c) shall apply.


 


		(i)	Successor
                                            Rate or Alternative Rate



 


If there is a Successor
Rate, then the Issuer shall promptly notify the Agent (or such other Calculation Agent specified in the applicable Final Terms) and,
in accordance with Condition 16, the Noteholders of such Successor Rate and that Successor Rate shall (subject to adjustment as provided
in Condition 4(c)(ii)) subsequently be used by the Agent (or such other Calculation Agent specified in the applicable Final Terms) in
place of the Original Reference Rate to determine the relevant Rate(s) of Interest (or the relevant component part(s) thereof) for all
relevant future payments of interest on the Notes (subject to the further operation of this Condition 4(c)).


 




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If
there is no Successor Rate but the Issuer, acting in good faith, in a commercially reasonable manner and by
reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser,
determines that there is an Alternative Rate, then the Issuer shall promptly notify the Agent (or such other Calculation Agent specified
in the applicable Final Terms) and, in accordance with Condition 16, the Noteholders of such Alternative Rate and that Alternative Rate
shall (subject to adjustment as provided in Condition 4(c)(ii)) subsequently be used in place of the Original Reference Rate to determine
the relevant Rate(s) of Interest (or the relevant component part(s) thereof) for all relevant future payments of interest on the Notes
(subject to the further operation of this Condition 4(c)).


 


		(ii)	Adjustment
                                            Spread



 


If, in the case
of a Successor Rate, an Adjustment Spread is formally recommended or proposed in relation to the replacement of the Original Reference
Rate with the Successor Rate by any Relevant Nominating Body, then the Issuer shall promptly notify the Agent (or such other Calculation
Agent specified in the applicable Final Terms) and, in accordance with Condition 16, the Noteholders of such Adjustment Spread and the
Agent (or such other Calculation Agent specified in the applicable Final Terms) shall apply such Adjustment Spread to the Successor Rate
for each subsequent determination of a relevant Rate of Interest (or a component part thereof) by reference to such Successor Rate.


 


If,
in the case of a Successor Rate where no such Adjustment Spread is formally recommended or proposed by any Relevant Nominating Body,
or in the case of an Alternative Rate, the Issuer, acting in good faith, in a commercially reasonable manner and by reference to such
sources as it deems appropriate, which may include consultation with an Independent Adviser, determines that there is an Adjustment Spread
in customary market usage in the international debt capital markets for transactions which reference the Original Reference Rate, where
such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be), then the Issuer shall promptly notify
the Agent (or such other Calculation Agent specified in the applicable Final Terms) and, in accordance with Condition 16, the Noteholders
of such Adjustment Spread and the Agent (or such other Calculation Agent specified in the applicable Final Terms) shall apply such Adjustment
Spread to the Successor Rate and the Alternative Rate (as the case may be) for each subsequent determination of a relevant Rate of Interest
(or a component part thereof) by reference to such Successor Rate or Alternative Rate (as applicable).


 


If
no such recommendation or option has been made (or made available) by any Relevant Nominating Body, or the Issuer so determines that
there is no such Adjustment Spread in customary market usage in the international debt capital markets and the Issuer further
determines, acting in good faith, in a commercially reasonable manner and following consultation with an
Independent Adviser, that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may
be), then the Adjustment Spread shall be:


 


		(A)	the Adjustment
                                            Spread determined by the Issuer, acting in good faith, in a commercially reasonable manner
                                            and following consultation with an Independent Adviser, as being the Adjustment Spread recognised
                                            or acknowledged as being the industry standard for over-the-counter derivative transactions
                                            which reference the Original Reference Rate, where such rate has been replaced by the Successor
                                            Rate or the Alternative Rate (as the case may be); or



 


		(B)	if there
                                            is no such industry standard recognised or acknowledged, such Adjustment Spread as the Issuer,
                                            acting in good faith, in a commercially reasonable manner and following consultation with
                                            an Independent Adviser, determines to be appropriate, having regard to the objective, so
                                            far as is reasonably practicable in the circumstances, of reducing or eliminating any economic
                                            prejudice or benefit (as the case may be) to Noteholders as a result of



 




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the
replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be).


 


Following
any such determination of the Adjustment Spread, the Issuer shall promptly notify the Agent (or such other Calculation Agent specified
in the applicable Final Terms) and, in accordance with Condition 16, the Noteholders of such Adjustment Spread
and the Agent (or such other Calculation Agent specified in the applicable Final Terms) shall apply such
Adjustment Spread to the Successor Rate or the Alternative Rate (as the case may be) for each subsequent determination of a relevant
Rate of Interest (or a component part thereof) by reference to such Successor Rate or Alternative Rate (as applicable).


 


		(iii)	Benchmark
                                            Amendments



 


If any Successor
Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 4(c) and the Issuer, acting in good faith,
in a commercially reasonable manner and by reference to such sources as it deems appropriate, which may include consultation with an
Independent Adviser, determines in its discretion (A) that amendments to these Terms and Conditions and/or the Agency Agreement are necessary
to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the “Benchmark
Amendments”) and (B) the terms of the Benchmark Amendments, then the Issuer shall, subject to the Issuer having to give notice
thereof to the Noteholders in accordance with Condition 16, without any requirement for the consent or approval of Noteholders, modify
these Terms and Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified
in such notice.


 


In
connection with any such modifications in accordance with this Condition
4(c)(iii), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted
to trading.


 


Any
Benchmark Amendments determined under this Condition 4(c)(iii) shall be notified promptly by the
Issuer to the Agent (or such other Calculation Agent specified in the applicable Final Terms) and, in accordance
with Condition 16, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of such Benchmark Amendments.


 


		(iv)	Independent
                                            Adviser



 


In the event the
Issuer is to consult with an Independent Adviser in connection with any determination to be made by the Issuer pursuant to this Condition
4(c), the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, for the purposes
of any such consultation.


 


An
Independent Adviser appointed pursuant to this Condition 4(c) shall act in good faith, in a commercially reasonable
manner and (in the absence of fraud or wilful default) shall have no liability whatsoever to the Issuer
or the Noteholders for any determination made by it or for any advice given to the Issuer in connection with any determination made by
the Issuer pursuant to this Condition 4(c) or otherwise in connection with the Notes.


 


If
the Issuer consults with an Independent Adviser as to whether there is an Alternative Rate and/or any Adjustment Spread is required to
be applied and/or in relation to the quantum of, or any formula or methodology for determining such
Adjustment Spread and/or whether any Benchmark Amendments are necessary and/or in relation to the terms of any such Benchmark Amendments,
a written determination of that Independent Adviser in respect thereof shall be conclusive and binding on all parties, save in the case
of manifest error, and (in the absence of fraud or wilful default) the Issuer shall have no liability whatsoever to the Noteholders in
respect of anything done, or omitted to be done, in relation to that matter in accordance with any such written determination.


 




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No
Independent Adviser appointed in connection with the Notes (acting
in such capacity), shall have any relationship of agency or trust with the Noteholders.


 


		(v)	Survival
                                            of Original Reference Rate Provisions



 


Without prejudice
to the obligations of the Issuer under this Condition 4(c), the Original Reference Rate and the fallback provisions provided for in Conditions
4(b), the Agency Agreement and the applicable Final Terms will continue to apply unless and until the Issuer has determined the Successor
Rate or the Alternative Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, in accordance with the relevant
provisions of this Condition 4(c).


 


		(vi)	Definitions



 


In this Condition
4(c):


 


“Adjustment
Spread” means either a spread, or the formula or methodology for calculating a spread and the spread resulting from such calculation,
which spread may in either case be positive or negative and is to be applied to the Successor Rate or the Alternative Rate (as the case
may be) where the Original Reference Rate is replaced with the Successor Rate or the Alternative Rate (as the case may be);


 


“Alternative
Rate” means an alternative benchmark or screen rate which the Issuer determines in accordance with this Condition
4(c) is used in place of the Original Reference Rate in customary market usage in the international debt
capital markets for the purposes of determining rates of interest (or the relevant component part thereof) for a commensurate interest
period and in the same Specified Currency as the Notes;


 


“Benchmark
Event” means:


 


		(A)	the Original
                                            Reference Rate ceasing to be published for at least five Business Days or ceasing to exist
                                            or be administered;



 


		(B)	the later
                                            of (i) the making of a public statement by the administrator of the Original Reference Rate
                                            that it will, by a specified date, cease publishing the Original Reference Rate permanently
                                            or indefinitely (in circumstances where no successor administrator has been appointed that
                                            will continue publication of the Original Reference Rate) and (ii) the date falling six months
                                            prior to such specified date;



 


		(C)	the making
                                            of a public statement by the supervisor of the administrator of the Original Reference Rate
                                            that the Original Reference Rate has been permanently or indefinitely discontinued or is
                                            prohibited from being used or is no longer representative or will no longer be representative,
                                            or that its use is subject to restrictions or adverse consequences or, where such discontinuation,
                                            prohibition, restrictions or adverse consequences are to apply from a specified date after
                                            the making of any public statement to such effect, the later of the date of the making of
                                            such public statement and the date falling six months prior to such specified date; or



 


		(D)	it has
                                            or will prior to the next Interest Determination Date become unlawful for the Agent, any
                                            Calculation Agent, any Paying Agent or the Issuer to determine any Rate of Interest and/or
                                            calculate any Interest Amount using the Original Reference Rate (including, without limitation,
                                            under Regulation (EU) No. 2016/1011, if applicable);



 




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“Independent
Adviser” means an independent financial institution of international repute or other independent adviser of recognised standing
with appropriate expertise appointed by the Issuer at its own expense;


 


“Original
Reference Rate” means the benchmark or screen rate (as applicable) originally specified in the applicable Final Terms for the
purposes of determining the relevant Rate of Interest (or a component part thereof) in respect of the Notes (provided that if, following
one or more Benchmark Events, such originally specified Reference Rate (or any Successor Rate or Alternative Rate which has replaced
it) has been replaced by a (or a further) Successor Rate or Alternative Rate and a Benchmark Event subsequently occurs in respect of
such Successor Rate or Alternative Rate, the term “Original Reference Rate” shall include any such Successor Rate
or Alternative Rate);


 


“Relevant
Nominating Body” means, in respect of a benchmark or screen rate (as applicable):


 


		(A)	the central
                                            bank for the currency to which the benchmark or screen rate (as applicable) relates, or any
                                            central bank or other supervisory authority which is responsible for supervising the administrator
                                            of the benchmark or screen rate (as applicable); or



 


		(B)	any working
                                            group or committee sponsored by, chaired or co-chaired by or constituted at the request of
                                            (A) the central bank for the currency to which the benchmark or screen rate (as applicable)
                                            relates, (B) any central bank or other supervisory authority which is responsible for supervising
                                            the administrator of the benchmark or screen rate (as applicable), (C) a group of the aforementioned
                                            central banks or other supervisory authorities, or (D) the Financial Stability Board or any
                                            part thereof; and



 


“Successor
Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating
Body.


 


		(d)	Zero
                                            Coupon Notes 



 


When a Zero Coupon
Note becomes due and repayable prior to the Maturity Date and is not paid when due, the amount due and repayable shall be the Amortised
Face Amount of such Note as determined in accordance with Condition 6(i)(iii). As from the Maturity Date, any overdue principal of such
Note shall bear interest at a rate per annum equal to the Accrual Yield set forth in the applicable Final Terms.


 


		(e)	Accrual
                                            of Interest 



 


Each Note (or in
the case of the redemption of part only of a Note, that part only of such Note to be redeemed) will cease to bear interest (if any) from
the date of its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue
at the rate of interest then applicable or at such other rate as may be specified in the applicable Final Terms until whichever is the
earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the holder of
such Note; and (ii) the day on which the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI
Registrar or the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar
or the TMCC Transfer Agent has notified the holder thereof (either in accordance with Condition 16 or individually) of receipt of all
sums due in respect thereof up to that date.


 




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		5.	Payments
                                            



 


		(a)	Method
                                            of Payment 



 


Subject as provided
below:


 


		(i)	payments
                                            in a Specified Currency other than euro, U.S. dollars or Renminbi, will be made by credit
                                            or transfer to an account in the relevant Specified Currency (which, in the case of a payment
                                            in Japanese Yen to a non-resident of Japan, shall be a non-resident account) maintained by
                                            the payee with, or at the option of the payee by a cheque in such Specified Currency drawn
                                            on, a bank in the principal financial centre of the country of such Specified Currency (which,
                                            if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or
                                            Auckland, respectively), unless specified otherwise in the applicable Final Terms;



 


		(ii)	payments
                                            in euro will be made by credit or transfer to a euro account (or any other account to which
                                            euro may be credited or transferred) specified by the payee or, at the option of the payee,
                                            by a euro cheque;



 


		(iii)	payments
                                            in U.S. dollars, except as provided by Condition 5(d), shall be made by credit or transfer
                                            to a U.S. dollar account outside the United States specified by the payee; and



 


		(iv)	payments
                                            in Renminbi shall be made by credit or transfer to a Renminbi account maintained by or on
                                            behalf of the payee with a bank in Hong Kong or such RMB Settlement Centre(s) as may be specified
                                            in the applicable Final Terms in accordance with applicable laws, rules, regulations and
                                            guidelines issued from time to time (including all applicable laws and regulations with respect
                                            to settlement in Renminbi in Hong Kong or such RMB Settlement Centre(s) as may be specified
                                            in the applicable Final Terms).



 


A cheque may not
be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States of America
or its possessions by any office or agency of the Issuer, the Agent or any Paying Agent or (in the case of Registered Notes issued by
Toyota Credit Canada Inc.) the TCCI Registrar or TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit
Corporation) the TMCC Registrar or TMCC Transfer Agent except as provided in Condition 5(d). Payments will be subject in all cases to
any fiscal or other laws and regulations applicable thereto in the place of payment and the administrative practices and procedures of
fiscal and other authorities in relation to tax, anti-money laundering and other requirements which may apply to payments of amounts
due (whether principal, redemption amount, interest or otherwise) in respect of Notes, but (unless otherwise specified in the applicable
Final Terms) without prejudice to the provisions of Condition 7. However, if any withholding is required under Sections 1471 through
to 1474 of the U.S. Internal Revenue Code of 1986, as amended, any regulations or other guidance promulgated thereunder or any official
interpretations thereof (including under an agreement described under Section 1471(b)), or under any intergovernmental agreement implementing
an alternative approach thereto or any implementing law in relation thereto the Issuer will not be required to pay any additional amount
under Condition 7 on account of such withholding.


 


		(b)	Presentation
                                            of Notes and Coupons – Bearer Notes 



 


This Condition
5(b) applies to Bearer Notes.


 


Payments of principal
in respect of definitive Notes will (subject as provided below) be made in the Specified Currency in the manner provided in Condition
5(a) against presentation and surrender (or, in the case of part payment of a sum due only, endorsement) of definitive Notes and


 




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payments of interest
in respect of the definitive Notes will (subject as provided below) be made in the Specified Currency in the manner provided in Condition
5(a) against presentation and surrender (or, in the case of part payment of a sum due only, endorsement) of Coupons, in each case at
the specified office of any Paying Agent outside the United States which expression, used herein, means the United States of America
(including the States and the District of Columbia and its possessions).


 


Upon the date on
which any Fixed Rate Notes in definitive form become due and repayable, such Notes should be presented for payment together with all
unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured
Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion
of the aggregate amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for
payment. Unless otherwise specified in the applicable Final Terms, each amount of principal so deducted will be paid in the manner mentioned
above against surrender of the relative missing Coupon at any time before the expiry of five years after the Relevant Date (as defined
in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later,
five years from the date on which such Coupon would otherwise have become due. Upon any Fixed Rate Note in definitive form becoming due
and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons
will be issued in respect thereof.


 


Upon the date on
which any Floating Rate Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether
or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.


 


If the due date
for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued but unpaid in respect of such Note from
(and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date or Issue Date (as applicable)
shall be payable only against surrender of the relevant definitive Note.


 


Payments of principal
and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the manner specified
above in relation to definitive Notes or otherwise in the manner specified in the relevant global Note, where applicable against presentation
or surrender, as the case may be, of such global Note, if the global Note is not issued in NGN form or held under the NSS, at the specified
office of any Paying Agent located outside the United States except as provided below. A record of each payment made, distinguishing
between any payment of principal and any payment of interest, will be made on such global Note either by the Paying Agent to which it
was presented or in the records of Euroclear and Clearstream, Luxembourg, as applicable.


 


		(c)	Presentation
                                            and Surrender of Notes – Registered Notes 



 


Provisions in relation
to payments of principal and interest in respect of Registered Notes will be set out in the relevant global Registered Note or definitive
Registered Note and as otherwise set out in these Terms and Conditions. Interest on Registered Notes shall be paid to the person shown
on the relevant TCCI Register with respect to Registered Notes issued by Toyota Credit Canada Inc., or the relevant TMCC Register with
respect to Registered Notes issued by Toyota Motor Credit Corporation, on the Record Date, and “Record Date” means,
in the case of global Registered Notes, at the close of business on the relevant clearing system business day before the due date for
payment thereof, or in the case of Registered Notes in definitive form, at close of business on the fifteenth day before the due date
for payment thereof.


 




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		(d)	Global
                                            Notes 



 


The holder of a
global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the Issuer
will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons
shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of Notes represented by such
global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for the holder’s share of each payment
so made by the Issuer to, or to the order of, the holder of such global Note. No person other than the holder of such global Note shall
have any claim against the Issuer in respect of any payments due on the global Note.


 


Interest on the
Notes is payable only outside the United States and its possessions, within the meaning of United States Treasury regulation Section
1.163-5(c)(1)(ii)(A). No interest on the Notes shall be paid into an account maintained by the payee in the United States or mailed to
an address in the United States unless the payee is described in United States Treasury regulation Sections 1.163-5(c)(2)(v)(B)(1) or
(2).


 


Notwithstanding
the foregoing, payments of principal and interest in respect of global Notes will be made at the specified office of a Paying Agent in
the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia,
its territories, its possessions and other areas subject to its jurisdiction)) if:


 


		(i)	the Issuer
                                            has appointed Paying Agents with specified offices outside the United States with the reasonable
                                            expectation that such Paying Agents would be able to make payments at such specified offices
                                            outside the United States of the full amount owing in respect of the Notes in the manner
                                            provided above when due;



 


		(ii)	payment
                                            of the full amount owing in respect of the Notes at such specified offices outside the United
                                            States is illegal or effectively precluded by the imposition of exchange controls or other
                                            similar restrictions on the full payment or receipt of interest; and



 


		(iii)	such payment
                                            is then permitted under United States law without involving, in the opinion of the Issuer,
                                            adverse tax consequences to the Issuer.



 


		(e)	Payment
                                            Day 



 


Unless specified
otherwise in the applicable Final Terms, if the due date for payment of any amount in respect of any Note or Coupon is not a Payment
Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be
entitled to further interest or other payment in respect of such delay. For these purposes, unless otherwise specified in the applicable
Final Terms, “Payment Day” means any day which (subject to Condition 8) is both:


 


		(i)	a day on
                                            which commercial banks and foreign exchange markets settle payments and are open for general
                                            business (including dealing in foreign exchange and foreign currency deposits) in:



 


(A)       the
relevant place of presentation (if presentation is required); and


 


		(B)	any Additional
                                            Financial Centre specified in the applicable Final Terms and London; and



 


		(ii)	(1)
                                            in relation to any sum payable in a Specified Currency other than euro or
                                            Renminbi, a day on which commercial banks and foreign exchange
                                            markets settle 



 




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payments
and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre
of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall
be Sydney or Auckland, respectively); (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open; or (3) in
relation to any sum payable in Renminbi, a day on which banks and foreign exchange markets are open for business and settlement of Renminbi
payments in Hong Kong or such RMB Settlement Centre(s) as may be specified in the applicable Final Terms.


 


		(f)	Conversion
                                            into euro 



 


Unless specified
otherwise in the applicable Final Terms, if the Issuer is due to make a payment in a currency (the “original currency”)
other than euro in respect of any Note or Coupon and the original currency is not available on the foreign exchange markets due to the
imposition of exchange controls, the original currency’s replacement or disuse or other circumstances beyond the Issuer’s
control, the Issuer will be entitled to satisfy its obligations in respect of such payment by making payment in euro on the basis of
the spot exchange rate (the “Euro FX Rate”) at which the original currency is offered in exchange for euro in the
London foreign exchange market (or, at the option of the Issuer or its designated Calculation Agent, in the foreign exchange market of
any other financial centre which is then open for business) at noon, London time, two Business Days prior to the date on which payment
is due or, if the Euro FX Rate is not available on that date, on the basis of a substitute exchange rate determined by the Issuer or
by its designated Calculation Agent acting in its absolute discretion from such source(s) and at such time as it may select. For the
avoidance of doubt, the Euro FX Rate or substitute exchange rate as aforesaid may be such that the resulting euro amount is zero and
in such event no amount of euro or the original currency will be payable. Any payment made in euro or non-payment in accordance with
this Condition 5(f) will not constitute an Event of Default under Condition 9.


 


		(g)	Interpretation of Principal
and Interest



 


Any reference in
these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:


 


		(i)	any additional
                                            amounts which may be payable with respect to principal under Condition 7 or pursuant to any
                                            undertakings given in addition thereto or in substitution therefor under Condition 14;



 


		(ii)	the Final
                                            Redemption Amount of the Notes;



 


		(iii)	the Early
                                            Redemption Amount of the Notes;



 


		(iv)	the Optional
                                            Redemption Amount(s) (if any) of the Notes;



 


		(v)	in relation
                                            to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6(i)(iii)); and



 


		(vi)	any premium
                                            and any other amounts (other than interest) which may be payable by the Issuer under or in
                                            respect of the Notes.



 


Any reference in
these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which
may be payable with respect to interest under Condition 7 or pursuant to any undertakings given in addition thereto or in substitution
therefor under Condition 14, except as provided in sub-paragraph (i) above.


 




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		(h)	Payment of Reference Currency
Equivalent



 


Notwithstanding
any other provisions in these Terms and Conditions, if by reason of Inconvertibility (as defined below), Non-transferability (as defined
below) or Illiquidity (as defined below), the Issuer determines in good faith and in a commercially reasonable manner that it is not
able, or it would be impracticable for it, to satisfy payments due under the Notes or Coupons in Renminbi in Hong Kong or such RMB
Settlement Centre(s) as may be specified in the applicable Final Terms, the Issuer shall, unless specified otherwise in the applicable
Final Terms, settle any such payment in U.S. dollars on the due date for payment at the Reference Currency Equivalent of any such Renminbi
denominated amount and give notice thereof (including details thereof) as soon as practicable to the Noteholders in accordance with Condition
16.


 


In such event,
payments of the Reference Currency Equivalent of the relevant amounts due under the Notes or Coupons shall be made in accordance with
Condition 5(a).


 


In this Condition
5(h), unless specified otherwise in the applicable Final Terms:


 


“Governmental
Authority” means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative
or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including
the central bank) of Hong Kong or such RMB Settlement Centre(s) as may be specified in the applicable
Final Terms;


 


“Illiquidity”
means the general Renminbi exchange market in Hong Kong or such RMB Settlement Centre(s) as may be
specified in the applicable Final Terms becomes illiquid as a result of which the Issuer cannot obtain sufficient Renminbi in order to
satisfy its obligation to make a payment under the Notes or Coupons;


 


“Inconvertibility”
means the occurrence of any event that makes it impossible for the Issuer to convert into Renminbi any amount due in respect of the Notes
or Coupons into Renminbi on any payment date in the general Renminbi exchange market in Hong Kong or such RMB
Settlement Centre(s) as may be specified in the applicable Final Terms, other than where such impossibility is due solely to the
failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation
is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond
its control, to comply with such law, rule or regulation);


 


“Non-transferability”
means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong (or such
RMB Settlement Centre(s) as may be specified in the applicable Final Terms) or from an account inside
Hong Kong (or such RMB Settlement Centre(s) as may be specified in the applicable Final Terms) to
an account outside Hong Kong (or such RMB Settlement Centre(s) as may be specified in the applicable
Final Terms) (including where the Renminbi clearing and settlement system for participating banks in Hong Kong (or such RMB
Settlement Centre(s) as may be specified in the applicable Final Terms) is disrupted or suspended), other than where such impossibility
is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such
law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer
due to an event beyond its control, to comply with such law, rule or regulation);


 


“Rate
Determination Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business
(including dealings in foreign exchange) in Hong Kong, London, New York City or such other financial centre(s) as may be specified in
the applicable Final Terms;


 




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“Rate
Determination Date” means the day which is two Rate Determination Business Days before the due date of the relevant amount
under the Notes;


 


“Reference
Currency Equivalent” means unless specified otherwise in the applicable Final Terms, the relevant Renminbi amount converted
into U.S. dollars using the Spot Rate for the relevant Rate Determination Date; and


 


“Spot
Rate” means, unless specified otherwise in the applicable Final Terms, the spot CNY/U.S.$ exchange rate for the purchase of
U.S. dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong (or such RMB Settlement
Centre(s) as may be specified in the applicable Final Terms) for settlement in two Rate Determination Business Days, as determined
by the Calculation Agent at or around 11.00 a.m. (local time in Hong Kong or such RMB Settlement Centre(s)
as may be specified in the applicable Final Terms) on the Rate Determination Date, on a deliverable basis by reference to Reuters Screen
Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate
is available, the Calculation Agent shall determine the rate taking into consideration all available information which the Calculation
Agent deems relevant, including pricing information obtained from the Renminbi non-deliverable exchange market in Hong Kong or elsewhere
and the CNY/U.S.$ exchange rate in the PRC domestic foreign exchange market.


 


All certificates,
communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes
of the provisions of this Condition 5(h), whether by the Agent or other Calculation Agent, shall (in the absence of negligence, wilful
default, bad faith or manifest error) be binding on the Issuer, the Agent, Calculation Agent (if applicable), any other Paying Agents
and all Noteholders and Couponholders and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and
the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC
Transfer Agent and (in the absence as aforesaid) no liability to the Issuer, the Noteholders or the Couponholders shall attach to the
Agent or the Calculation Agent (if applicable) in connection with the exercise or non-exercise by it of its powers, duties and discretions
pursuant to the provisions of this Condition 5(h).


 


		6.	Redemption
                                            and Purchase 



 


		(a)	At
                                            Maturity 



 


Unless otherwise
indicated in the applicable Final Terms and unless previously redeemed or purchased and cancelled as specified below, each Note will
be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms in the relevant Specified Currency on
the Maturity Date specified in the applicable Final Terms.


 


		(b)	Redemption
                                            for Tax Reasons 



 


The Issuer may
redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but
unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result
of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer
is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application
or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date
of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment
due in respect of the Notes.


 


Notice of intention
to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the
date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days


 




    Page 73


     


    

prior to the effective
date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts
remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption
on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and
any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest
accrued to (but excluding) such redemption date.


 


		(c)	Final
                                            Terms 



 


The
Final Terms applicable to the Notes shall indicate either:


 


		(i)	that the
                                            Notes cannot be redeemed prior to their Maturity Date (except as otherwise provided in Condition
                                            6(b) and in Condition 9); or



 


		(ii)	that such
                                            Notes will be redeemable at the option of the Issuer and/or the holders of the Notes prior
                                            to such Maturity Date in accordance with the provisions of Conditions 6(d), 6(e), 6(f) and/or
                                            6(h) on the date or dates and at the amount or amounts indicated in the applicable Final
                                            Terms.



 


		(d)	Redemption
                                            at the Option of the Issuer (“Issuer Call Option”) 



 


If the Issuer Call
Option is specified as being applicable in the applicable Final Terms, the Issuer may, having given:


 


		(i)	not more
                                            than 60 nor less than 30 days’ notice to the holders of the Notes in accordance with
                                            Condition 16, or such other notice period as is specified in the applicable Final Terms;
                                            and



 


		(ii)	not less
                                            than 5 days before the date of the notice referred to in sub-paragraph (i) (or such other
                                            notice period as is specified in the applicable Final Terms) is to be given, notice to the
                                            Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar
                                            and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit
                                            Corporation) the TMCC Registrar and the TMCC Transfer Agent;



 


(which notices
shall be irrevocable), redeem all or some only of the Notes then outstanding on the Optional Redemption Date(s) and at the Optional Redemption
Amount(s) specified in the applicable Final Terms together (if appropriate) with interest accrued but unpaid to (but excluding) the Optional
Redemption Date(s). If the applicable Final Terms specify the Notes are redeemable in part, such redemption must be of a nominal amount
not less than the Minimum Redemption Amount or not more than the Maximum Redemption Amount, both as indicated in the applicable Final
Terms.


 


		(e)	Redemption at the Option
of the Issuer (“Issuer Maturity Par Call Option”)



 


If the Issuer Maturity
Par Call Option is specified as being applicable in the applicable Final Terms, the Issuer may, having given:


 


		(i)	not more
                                            than 60 nor less than 30 days’ notice to the holders of the Notes in accordance with
                                            Condition 16, or such other notice period as is specified in the applicable Final Terms;
                                            and



 


		(ii)	not less
                                            than 5 days before the date of the notice referred to in sub-paragraph (i) (or such other
                                            notice period as is specified in the applicable Final Terms) is to be given, notice to the
                                            Agent or (in the case of Registered Notes issued by Toyota Credit



 




    Page 74


     


    

Canada
Inc.) the TCCI Registrar and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the
TMCC Registrar and the TMCC Transfer Agent;


 


(which notices
shall be irrevocable and shall specify the date fixed for redemption), redeem the Notes in whole, but not in part, at any time during
the period commencing on (and including) the day that is 90 days prior to the Maturity Date to (but excluding) the Maturity Date, at
the Final Redemption Amount specified in the applicable Final Terms, together (if appropriate) with interest accrued but unpaid to (but
excluding) the date fixed for redemption.


 


		(f)	Redemption at the Option
of the Issuer (“Issuer Make-Whole Call Option”)



 


If the Issuer Make-Whole
Call Option is specified as being applicable in the applicable Final Terms, the Issuer may, having given:


 


		(i)	not more
                                            than 60 nor less than 30 days’ notice to the holders of the Notes in accordance with
                                            Condition 16, or such other notice period as is specified in the applicable Final Terms;
                                            and



 


		(ii)	not less
                                            than 5 days before the date of the notice referred to in sub-paragraph (i) (or such other
                                            notice period as is specified in the applicable Final Terms) is to be given, notice to the
                                            Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar
                                            and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit
                                            Corporation) the TMCC Registrar and the TMCC Transfer Agent;



 


(which notices
shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional
Redemption Date (that is, if the Issuer Maturity Par Call Option is specified to be applicable in the applicable Final Terms, more than
90 days prior to the Maturity Date) and at the Optional Redemption Amount(s) specified in the applicable Final Terms together (if appropriate)
with interest accrued but unpaid to (but excluding) the relevant Optional Redemption Date. If the applicable Final Terms specify the
Notes are redeemable in part, such redemption must be of a nominal amount not less than the Minimum Redemption Amount or not more than
the Maximum Redemption Amount, both as indicated in the applicable Final Terms.


 


If the Special
Redemption Amount is specified in the applicable Final Terms as the Optional Redemption Amount, the Optional Redemption Amount with respect
to the Notes shall be equal to the higher of:


 


		(a)	100 per cent. of the nominal
amount of the Notes being redeemed; or



 


		(b)	the price
                                            (as reported to the Issuer and the Calculation Agent by the Financial Adviser and expressed
                                            as a percentage) that provides for a Gross Redemption Yield on such Notes on the Reference
                                            Date equal (after adjusting for any difference in compounding frequency) to the Gross Redemption
                                            Yield provided by the Reference Bonds based on the Reference Bond Rate at the Specified Time
                                            on the Reference Date plus the Redemption Margin (if any).



 


Where:


 


“Financial
Adviser” means a financial adviser selected by the Calculation Agent after consultation with the Issuer.


 


“Gross
Redemption Yield” means a yield expressed as a percentage and calculated by the Financial Adviser in accordance with generally
accepted market practice.


 




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“Redemption
Margin” shall be as set out in the applicable Final Terms.


 


“Reference
Bonds” means, as at the Reference Date, the then current on-the-run government securities that would be utilised in pricing
new issues of corporate debt securities denominated in the same currency as the Notes, as determined by the Financial Adviser.


 


“Reference
Bond Rate” means the actual or, where there is more than one Reference Bond, interpolated rate per annum calculated by the
Financial Adviser in accordance with generally accepted market practice by reference to the arithmetic mean of the middle market prices
provided by three Reference Dealers for the Reference Bond(s) having an actual or interpolated maturity equal to the remaining term of
the Notes (if the Notes were to remain outstanding to the Maturity Date).


 


“Reference
Date” means the fifth London Business Day prior to the Optional Redemption Date.


 


“Reference
Dealer” means a bank selected by the Issuer or its affiliates in consultation with the Financial Adviser which is (A) a primary
government securities dealer, or (B) a market maker in pricing corporate bond issues.


 


“Specified
Time” shall be as set out in the applicable Final Terms.


 


All certificates,
communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes
of the provisions of this Condition 6(f), by the Financial Adviser, shall (in the absence of negligence, wilful default, bad faith or
manifest error) be binding on the Issuer, the Agent, Calculation Agent (if applicable), any other Paying Agents and all Noteholders and
Couponholders and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent
or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent and (in
the absence as aforesaid) no liability to the Issuer, the Noteholders or the Couponholders shall attach to the Financial Adviser in connection
with the exercise or non-exercise by it of its powers, duties and discretions pursuant to the provisions of this Condition 6(f).


 


		(g)	Partial
                                            Redemption 



 


In the event of
redemption of some only of the Notes under Condition 6(d) or Condition 6(f), the Notes to be redeemed (“Redeemed Notes”)
will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules
of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool
factor or a reduction in nominal amount, at their discretion), in the case of Redeemed Notes represented by a global Note, not more than
60 days prior to the date fixed for redemption (such date of selection being hereinafter called the “Selection Date”). In
the case of Redeemed Notes represented by definitive Notes, a list of such Redeemed Notes will be published or notified in accordance
with Condition 16 not less than 30 days prior to the date fixed for redemption, or such other period as is specified in the applicable
Final Terms. No exchange of the relevant global Note will be permitted during the period from, and including, the Selection Date to and
including the date fixed for redemption pursuant to this Condition 6(g) and notice to that effect shall be given by the Issuer to the
Noteholders in accordance with Condition 16 at least 10 days prior to the Selection Date. If an Optional Redemption Date would otherwise
fall on a day which is not a Business Day (as defined in Condition 4(b)(i)), it shall be subject to adjustment in accordance with the
Business Day Convention applicable to the Notes or such other Business Day Convention specified in the applicable Final Terms.


 


		(h)	Redemption
                                            at the Option of the Noteholders (“Investor Put Option”) 



 


Unless otherwise
specified in the applicable Final Terms, the Notes will not be subject to repayment at the option of Noteholders. If the Investor Put
Option is specified as being applicable


 




    Page 76


     


    

in the applicable
Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 16 not less than 30 nor more than 60 days’
notice (which notice shall be irrevocable) the Issuer will, upon the expiry of such notice, redeem, in whole (but not in part), such
Note on the Optional Redemption Date and at the Optional Redemption Amount specified in the applicable Final Terms together, if appropriate,
with interest accrued but unpaid to (but excluding) the Optional Redemption Date.


 


If a Note is in
definitive form and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of the Note the holder
of the Note must deliver such Note at the specified office of any Paying Agent (other than the TCCI Transfer Agent or the TMCC Transfer
Agent), in the case of Bearer Notes, or the TCCI Registrar or the TCCI Transfer Agent, in the case of Registered Notes issued by Toyota
Credit Canada Inc., or the TMCC Registrar or the TMCC Transfer Agent, in the case of Registered Notes issued by Toyota Motor Credit Corporation,
at any time during normal business hours of such Paying Agent or the TCCI Registrar or TCCI Transfer Agent or the TMCC Registrar or TMCC
Transfer Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise in the form (for the time
being current) obtainable from any specified office of any Paying Agent, or the TCCI Registrar or the TCCI Transfer Agent, or the TMCC
Registrar or the TMCC Transfer Agent (a “Put Notice”) and in which the holder must specify a bank account (or, if
payment is required to be made by cheque, an address) to which payment is to be made under this Condition 6(h).


 


If a Note is represented
by a global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption
of the Note the holder of the Note must, within the notice period, give notice to the Agent, in the case of Bearer Notes, or the TCCI
Registrar or the TCCI Transfer Agent, in the case of Registered Notes issued by Toyota Credit Canada Inc., or the TMCC Registrar or the
TMCC Transfer Agent, in the case of Registered Notes issued by Toyota Motor Credit Corporation, of such exercise in accordance with the
standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on the holder’s instruction
by Euroclear or Clearstream, Luxembourg or any common depositary, or common safekeeper, as the case may be, for them to the Agent, or
the TCCI Registrar or the TCCI Transfer Agent (in the case of Registered Notes issued by Toyota Credit Canada Inc.), or the TMCC Registrar
or the TMCC Transfer Agent (in the case of Registered Notes issued by Toyota Motor Credit Corporation) by electronic means) in a form
acceptable to Euroclear and Clearstream, Luxembourg from time to time.


 


		(i)	Early
                                            Redemption Amounts 



 


For the purpose
of Condition 6(b) and Condition 9, the Notes will be redeemed at an amount (the “Early Redemption Amount”) calculated
as follows:


 


		(i)	in the case
                                            of Notes with a Final Redemption Amount equal to the Calculation Amount, at the Final Redemption
                                            Amount thereof; or



 


		(ii)	in the
                                            case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may
                                            be less or greater than the Calculation Amount or which is payable in a Specified Currency
                                            other than that in which the Notes are denominated, at the amount specified in the applicable
                                            Final Terms or, if no such amount is so specified in the applicable Final Terms, at their
                                            nominal amount; or



 


		(iii)	in the
                                            case of Zero Coupon Notes, at an amount (the “Amortised Face Amount”)
                                            equal to:



 


		(A)	the sum
                                            of (x) the product of (i) either the Calculation Amount or the Specified Denomination as
                                            specified in the applicable Final Terms and (ii) the Reference Price specified in the applicable
                                            Final Terms (the “Reference Amount”) and (y) the product of the Accrual
                                            Yield specified in the applicable



 




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Final
Terms (compounded annually) being applied to the Reference Amount from
(and including) the Issue Date of the first Tranche of Notes to (but excluding) the date fixed for redemption or (as the case may be)
the date upon which such Note becomes due and repayable; or


 


		(B)	if
                                            the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon
                                            Note pursuant to Condition 6(b) or upon its becoming due and repayable as provided in Condition
                                            9 is not paid or available for payment when due, the amount due and repayable in respect
                                            of such Zero Coupon Note shall
                                            be the Amortised Face Amount of such Zero Coupon Note calculated as provided above as though
                                            the references in sub-paragraph (A) to the date fixed for redemption or the date upon
                                            which the Zero Coupon Note becomes due and repayable were replaced by references to the date
                                            (the “Reference Date”) which is the earlier of:



 


		(1)	the
                                            date on which all amounts due in respect of the Note have been paid; and



 


		(2)	the
                                            date on which the full amount of the moneys repayable has been received by the Agent and
                                            notice to that effect has been given in accordance with Condition 16.



 


The calculation
of the Amortised Face Amount in accordance with this sub-paragraph (B) will continue to be made, after as well as before judgment,
until the Reference Date unless the Reference Date falls on or after the Maturity Date, in which case the amount due and repayable shall
be the nominal amount of such Note together with interest at a rate per annum equal to the Accrual Yield.


 


Where any
such calculation is to be made for a period which is not a whole number of years, it shall be made (I) in the case of a Zero Coupon
Note other than a Zero Coupon Note payable in euro, on the basis of a 360-day year consisting of 12 months of 30 days each
(or 365/366 days in the case of Notes denominated in Sterling) and, in the case of an incomplete month, the number of days elapsed
or (II) in the case of a Zero Coupon Note payable in euro, on the basis of the actual number of days elapsed divided by 365 (or,
if any of the days elapsed falls in a leap year, the sum of (x) the number of those days falling in a leap year divided by 366 and
(y) the number of those days falling in a non-leap year divided by 365).


 


		(j)	Purchases
                                            



 


The Issuer or any
of its subsidiaries may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Coupons appertaining
thereto are purchased therewith) at any price in the open market or otherwise. If purchases are made by tender, tenders must be available
to all Noteholders alike. Where the Issuer is Toyota Credit Canada Inc. or Toyota Motor Credit Corporation, such Notes shall be surrendered
(in the case of Bearer Notes) to any Paying Agent, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI
Registrar or TCCI Transfer Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar or
TMCC Transfer Agent, for cancellation and, where the Issuer is Toyota Motor Finance (Netherlands) B.V. or Toyota Finance Australia Limited,
such Notes may, at the option of the Issuer, either be (i) resold or reissued, or held by the Issuer for subsequent resale or reissuance,
or (ii) surrendered to any Paying Agent for cancellation, in which event such Notes and Coupons may not be resold or reissued.


 




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		(k)	Cancellation
                                            



 


All Notes which
are redeemed will forthwith be cancelled (together with all unmatured Coupons attached thereto or surrendered therewith at the time of
redemption). All Notes so cancelled and any of the Notes purchased and cancelled pursuant to Condition 6(j) (together, in the case of
definitive Notes, with all unmatured Coupons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold. If
any Note is purchased and cancelled without all unmatured Coupons appertaining thereto, the Issuer shall make payment in respect of any
such missing Coupon in accordance with Condition 5 as if the relevant Note had remained outstanding for the period to which such Coupon
relates.


 


		7.	Taxation – Additional
Amounts



 


(a)       Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. or Toyota Finance Australia Limited


 


This Condition
7(a) only applies to Notes issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. or Toyota Finance Australia Limited.


 


Unless otherwise
specified in the applicable Final Terms, where the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. or Toyota
Finance Australia Limited, all payments of principal and interest in respect of the Notes issued by the Issuer will be made without withholding
or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the jurisdiction
in which the Issuer is incorporated or any province, territory or other political subdivision or any authority thereof or therein having
power to tax, unless such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts (the
“Additional Amounts”) as shall be necessary in order that the net amounts receivable by the holders of the Notes or
Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been
receivable in respect of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such
Additional Amounts shall be payable with respect to any Note or Coupon:


 


		(i)	where the
                                            Issuer is Toyota Motor Finance (Netherlands) B.V., where the Noteholder or Couponholder of
                                            which (a) would be able to avoid such withholding or deduction or is liable to such withholding
                                            or deduction at a reduced rate by making a declaration of non-residence or producing other
                                            evidence establishing that such payment may be made without withholding or deduction or with
                                            such deduction or withholding at a reduced rate to the Issuer or the relevant tax authority;
                                            or (b) is liable for such taxes or duties in respect of such Note or Coupon by reason of
                                            his having some connection with the Netherlands other than the mere holding of such Note
                                            or Coupon; or



 


		(ii)	where the
                                            Issuer is Toyota Credit Canada Inc.:



 


		(A)	the holder
                                            of which is liable for such taxes or duties in respect of such Note or Coupon by reason of
                                            his having some connection with Canada other than the mere holding of such Note or Coupon
                                            or the receipt of principal or interest in respect thereof;



 


		(B)	the Issuer
                                            does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with
                                            either: (1) the holder of such Note or Coupon, or (2) in the case where a payment is made
                                            to a holder of a Coupon, the holder of the related Note (as applicable); or



 




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		(C)	the holder
                                            of which is, or does not deal at arm’s length with any person who is, a “specified
                                            shareholder” of Toyota Credit Canada Inc. for the purposes of the thin capitalisation
                                            rules in the Income Tax Act (Canada);



 


		(iii)	where
                                            the Issuer is Toyota Finance Australia Limited, the holder of which is liable for such taxes
                                            or duties in respect of such Note or Coupon:



 


		(A)	by reason
                                            of the holder (or a third party acting on its behalf) having some connection with the Commonwealth
                                            of Australia or any political subdivision thereof or therein other than the mere holding
                                            of such Note or Coupon or the receipt of payment in respect thereof; or



 


		(B)	by reason
                                            of the holder being a person who could lawfully avoid (but has not so avoided) such withholding
                                            or deduction by complying or procuring that any third party complies with any statutory requirements
                                            or by making or procuring that any third party makes a declaration of non-residence or other
                                            similar claim for exemption to any tax authority in the place where the relevant Note or
                                            Coupon is presented for payment; or



 


		(C)	by reason
                                            of the holder (or a person with an interest in a Note) being an Offshore Associate of the
                                            Issuer acting other than in the capacity of a clearing house, paying agent, custodian, funds
                                            manager or responsible entity of a registered scheme within the meaning of the Corporations
                                            Act 2001 of Australia. “Offshore Associate” means an associate (as defined
                                            in Section 128F(9) of the Income Tax Assessment Act 1936 of Australia) of the Issuer that
                                            is either:



 


		(a)	a non-resident
                                            of Australia which does not acquire the Notes in carrying on a business at or through a permanent
                                            establishment in Australia; or



 


		(b)	a
                                            resident of Australia that acquires the Notes in carrying on a business at
                                            or through a permanent establishment outside Australia; or



 


		(D)	in a
                                            case where Toyota Finance Australia Limited receives a notice or direction under Section
                                            260-5 of Schedule 1 to the Taxation Administration Act 1953 of Australia, Section 255 of
                                            the Income Tax Assessment Act 1936 of Australia or any analogous provisions, any amounts
                                            paid or deducted from sums payable to the holder by Toyota Finance Australia Limited in compliance
                                            with such notice or direction; or



 


		(iv)	in such
                                            other circumstances as may be specified in the applicable Final Terms; or



 


		(v)	presented
                                            for payment more than 30 days after the Relevant Date (as defined in Condition 8) except
                                            to the extent that the holder thereof would have been entitled to such Additional Amounts
                                            on presenting the same, or making demand, for payment on such thirtieth day assuming that
                                            day to have been a Payment Day (as defined in Condition 5(e)); or



 


		(vi)	where such
                                            withholding or deduction is required pursuant to Sections 1471 through to 1474 of the U.S.
                                            Internal Revenue Code of 1986, as amended, any regulations or other guidance promulgated
                                            thereunder or any official interpretations thereof (including under an agreement described
                                            under Section 1471(b)), or pursuant to any intergovernmental agreement implementing an alternative
                                            approach thereto or any implementing law in relation thereto.



 




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		(b)	Toyota Motor Credit Corporation



 


This Condition
7(b) only applies to Notes issued by Toyota Motor Credit Corporation.


 


Except as specifically
provided by this Condition 7(b), all payments of principal and interest in respect of the Notes issued by the Issuer will be made without
withholding or deduction for or on account of any present or future taxes, assessments or duties of whatever nature imposed or levied
by or on behalf of the United States or any political subdivision or any authority thereof or therein having power to tax (“Tax”),
unless such withholding or deduction is required by law. In such event, the Issuer will, subject to certain limitations and exceptions
(set forth below), pay to a Noteholder or Couponholder who is a Non-U.S. Holder (as defined below) such
additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts receivable by the
holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which
would otherwise have been receivable in respect of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction;
except that the Issuer shall not be required to make any payment of Additional Amounts for or on account of:


 


		(i)	any Tax
                                            which would not have been imposed but for (A) the existence of any present or former
                                            connection between such Noteholder or Couponholder or any beneficial owner of a Note or Coupon
                                            (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
                                            a power over, such Noteholder, Couponholder or beneficial owner, if such Noteholder, Couponholder
                                            or beneficial owner is an estate, trust, partnership or corporation) and the United States,
                                            including, without limitation, being or having been a citizen or resident thereof or being
                                            or having been present or engaged in a trade or business
                                            therein or having had a permanent establishment therein, or (B) such Noteholder’s,
                                            Couponholder’s or beneficial owner’s past or present status as a passive foreign
                                            investment company, controlled foreign corporation or a private foundation (as those terms
                                            are defined for United States tax purposes) or as a corporation which accumulates earnings
                                            to avoid U.S. federal income tax;



 


		(ii)	any estate,
                                            inheritance, gift, sales, transfer, personal property or similar Tax;



 


		(iii)	any Tax
                                            that would not have been so imposed but for the presentation of a Note or Coupon
                                            for payment on a date more than 15 days after the date on which such payment
                                            became due and payable or the date on which payment thereof is duly provided for, whichever
                                            occurs later;



 


		(iv)	any Tax
                                            which is payable otherwise than by deduction or withholding from payments of principal
                                            or interest in respect of the Notes or Coupons;



 


		(v)	any Tax
                                            imposed on interest received or beneficially owned by (A) a 10 per cent. shareholder
                                            of the Issuer within the meaning of U.S. Internal Revenue Code Section 871(h)(3)(B)
                                            or Section 881(c)(3)(B) or (B) a bank extending credit pursuant to a loan agreement
                                            entered into in the ordinary course of its trade or business;



 


		(vi)	any Tax
                                            required to be withheld or deducted by any Paying Agent from any payment of principal or
                                            interest in respect of any Note or Coupon, if such payment can be made without such withholding
                                            or deduction by any other Paying Agent with respect to the Notes;



 


		(vii)	any
                                            Tax which would not have been imposed but for the failure to comply with certification, information,
                                            documentation, or other reporting requirements concerning the nationality, residence, identity
                                            or connection with the United States of the Noteholder or Couponholder or of the beneficial
                                            owner of such Note or 



 




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Coupon,
if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption
from such Tax including, in the case of Notes with a maturity of more than 183 days (taking into consideration unilateral rights to roll
or extend), failure of the Noteholder or Couponholder or of the beneficial owner of such Note or Coupon, to provide such certification
of non-U.S. beneficial ownership as may be required from time to time under applicable rules, including, if necessary, a valid U.S. Internal
Revenue Service Form W8-BEN or W8-BEN-E;


 


		(viii)	any Tax
                                            imposed with respect to a payment on a Note or Coupon to any Noteholder or Couponholder who
                                            is a fiduciary or partnership or other than the sole beneficial owner of the Note or Coupon
                                            to the extent a beneficiary or settlor with respect to such fiduciary, a member of such partnership
                                            or a beneficial owner of the Note or Coupon would not have been entitled to payment of the
                                            Additional Amounts, had such beneficiary, settlor, member or beneficial owner been the holder
                                            of the Note or Coupon;



 


		(ix)	any
                                            Tax required to be withheld or deducted pursuant to
                                            Sections 1471 through to 1474 of the U.S. Internal Revenue Code of 1986, as amended, any
                                            regulations or other guidance promulgated thereunder or any official interpretations thereof
                                            (including under an agreement described under Section 1471(b)), or pursuant to any intergovernmental
                                            agreement implementing an alternative approach thereto or any implementing law in relation
                                            thereto; or



 


		(x)	any combination
                                            of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above.



 


The term “Non-U.S.
Holder” means any Holder that is not for U.S. federal income tax purposes (i) a citizen or resident of the United States, (ii)
a corporation, partnership or other entity organised in or under the laws of the United States or its political subdivisions, (iii) a
trust subject to the control of a U.S. person and the primary supervision of a U.S. court, or (iv) an estate the income of which is subject
to U.S. federal income taxation regardless of its source.


 


		8.	Prescription



 


Unless provided
otherwise in the applicable Final Terms, Notes and Coupons will become void unless claims in respect of principal and/or interest are
made within a period of five years after the Relevant Date (as defined below) therefor.


 


There
shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect
of which would be void pursuant to this Condition 8 or Condition 5(b) or any Talon which would be void pursuant
to Condition 5(b). 


 


Any moneys paid
by the Issuer to the Agent, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or the TCCI Transfer
Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar or the TMCC Transfer Agent,
for the payment of principal or interest in respect of the Notes and remaining unclaimed for a period of five years shall forthwith be
repaid to the Issuer. All liability of the Issuer, the Agent, the TCCI Registrar or the TCCI Transfer Agent, the TMCC Registrar or the
TMCC Transfer Agent with respect thereto shall cease when the Notes and Coupons become void.


 


As
used herein, the “Relevant Date” means the date on which such payment first becomes due, except that, if the full
amount of the moneys payable has not been duly received by the Agent or, as the case may be, the Registrar
on or prior to such due date, it means the date on which, the full amount of such moneys having been so
received, notice to that effect is duly given to the Noteholders in accordance with Condition 16. 


 




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		9.	Events of
Default



 


		(a)	In the event that (each of (i)
through to (iv) below, an “Event of Default”):



 


		(i)	default
                                            is made by the Issuer in the payment when due of any
                                            principal or interest in respect of any Note and the
                                            default continues unremedied for a period of 14 days after the date when due; or



 


		(ii)	default
                                            is made by the Issuer in the performance or observance of any covenant, condition or provision
                                            contained in these Terms and Conditions applicable to the Notes or of any covenant, condition
                                            or provision for the benefit of Noteholders contained in the Agency Agreement and on its
                                            part to be performed or observed (other than the covenant to pay the principal and interest
                                            in respect of the Notes) and at the expiration of any applicable grace period therefor such
                                            covenant, condition or provision is not performed or observed in the period of 60 consecutive
                                            days after the date on which written notice of such default, requiring the Issuer to perform
                                            or observe such covenant, condition or provision, first shall have been given to the Issuer
                                            and the Agent, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the
                                            TCCI Registrar and the TCCI Transfer Agent, or (in the case of Registered Notes issued by
                                            Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, by the holders
                                            of not less than 25 per cent. in aggregate nominal amount of Notes then outstanding; or



 


		(iii)	the
                                            entry by a court having competent jurisdiction of (a) a decree or order granting relief
                                            in respect of the Issuer in an involuntary proceeding under any applicable bankruptcy, insolvency
                                            or other similar law and such decree or order shall remain unstayed and in effect for a period
                                            of 60 consecutive days; or (b) a decree or order
                                            adjudging the Issuer to be insolvent, or approving a petition seeking reorganisation, arrangement,
                                            adjustment or composition of the Issuer and such decree or order shall remain unstayed and
                                            in effect for a period of 60 consecutive days; or (c) a final and non-appealable order appointing
                                            a custodian, receiver, liquidator, assignee, trustee or other similar official of the Issuer
                                            or of any substantial part of the property of the Issuer, or ordering the winding up or liquidation
                                            of the Issuer, in each case of (a), (b) or (c) otherwise than for the purposes of or pursuant
                                            to and followed by a consolidation, amalgamation, merger, reconstruction or reorganisation
                                            in which a continuing corporation effectively assumes all obligations of the Issuer under
                                            the Notes or the terms of which have previously been approved by the written consent of holders
                                            of a majority in aggregate nominal amount of the Notes then outstanding affected thereby,
                                            or by resolution adopted by the holders of a majority in aggregate nominal amount of such
                                            Notes then outstanding present or represented at a meeting of the holders of the Notes affected
                                            thereby at which a quorum is present, as provided in the Agency Agreement; or



 


		(iv)	the commencement
                                            by the Issuer of a voluntary proceeding under any applicable bankruptcy, insolvency or other
                                            similar law or the consent of the Issuer to the entry of a decree or order for relief in
                                            an involuntary proceeding under any applicable bankruptcy, insolvency or other similar law,
                                            or the consent by the Issuer to the appointment of or taking possession by a custodian, receiver,
                                            liquidator, assignee, trustee or similar official of the Issuer or for any substantial part
                                            of the property of the Issuer or the making by the Issuer of a general assignment for the
                                            benefit of creditors, or the Issuer failing generally to pay its debts as they become due,
                                            or the taking of corporate action by the Issuer in furtherance of any such action (in each
                                            case otherwise than for



 




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the
purposes of such a consolidation, amalgamation, merger, reconstruction or reorganisation as is referred to in paragraph (iii)),


 


then
the holder of any Note may, at its option, declare the principal of such Note and the interest, if any, accrued but unpaid thereon to
be due and payable immediately by written notice to the Issuer and the Agent, or (in the case of Registered Notes issued by Toyota Credit
Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation)
the TMCC Registrar and the TMCC Transfer Agent, and unless all such defaults shall have been remedied by the Issuer (or by the Parent
or TFS pursuant to the relevant Credit Support Agreement) prior to receipt of such written notice, the principal of such Note and the
interest, if any, accrued but unpaid thereon shall become and be immediately due and payable.


 


At any
time after such declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the
money due with respect to any Note has been obtained by any Noteholder, such declaration and its consequences may be rescinded and annulled
upon the written consent of holders of a majority in aggregate nominal amount of the Notes then outstanding affected thereby, or by resolution
adopted by the holders of a majority in aggregate nominal amount of the Notes then outstanding present or represented at a meeting of
holders of the Notes affected thereby at which a quorum is present, as provided in the Agency Agreement, if:


 


		(1)	the
                                            Issuer has paid to, or deposited with, the Agent, or (in the case of Registered Notes issued
                                            by Toyota Credit Canada Inc.) the TCCI Transfer Agent, or (in the case of Registered Notes
                                            issued by Toyota Motor Credit Corporation) the TMCC Transfer Agent, a sum sufficient to pay:



 


		(A)	all overdue payments of interest
on the Notes; and



 


		(B)	the
                                            principal of the Notes which has become due otherwise than by such declaration of acceleration;
                                            and



 


		(2)	all
                                            Events of Default with respect to the Notes, other than the non-payment of the principal
                                            of such Notes which has become due solely by such declaration
                                            of acceleration, have been either (i) remedied or (ii) waived
                                            as provided in paragraph (b) below.



 


No
such rescission shall affect any subsequent default or impair any right consequent thereon.


 


		(b)	Any
                                            Events of Default by the Issuer, other than the events described in paragraph (a)(i) above
                                            or in respect of where
                                            a default is made by the Issuer in the performance or observance
                                            of any covenant, condition or provision described in paragraph (a)(ii) above which cannot
                                            be modified and amended without the written consent of the holders of all outstanding Notes,
                                            may be waived by the written consent of holders of a majority in aggregate nominal amount
                                            of the Notes then outstanding affected thereby, or by resolution adopted by the holders of
                                            a majority in aggregate nominal amount of the Notes then outstanding present or represented
                                            at a meeting of the holders of the Notes affected thereby at which a quorum is present, as
                                            provided in the Agency Agreement (provided that such resolution shall be approved by the
                                            holders of not less than 25 per cent. of the aggregate nominal amount of Notes then outstanding
                                            affected thereby).



 




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		10.	Replacement of Notes, Coupons
and Talons



 


Should any Note,
Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent in London,
or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) at the specified offices of the TCCI Registrar or the TCCI Transfer
Agent, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) at the specified offices of the TMCC Registrar
or the TMCC Transfer Agent (or such other place outside the United States as may be notified to the Noteholders), in accordance with
all applicable laws and regulations, upon payment by the claimant of such costs and expenses as may be incurred by the Issuer and the
Agent or the TCCI Registrar or TCCI Transfer Agent or the TMCC Registrar or TMCC Transfer Agent, as the case may be, in connection therewith
and on such terms as to evidence and indemnity, security or otherwise as the Issuer and the Agent or the TCCI Registrar or TCCI Transfer
Agent or the TMCC Registrar or Transfer Agent, as the case may be, may require. Mutilated or defaced Notes, Coupons or Talons must be
surrendered before replacements will be issued.


 


		11.	Agent and Paying
Agents, Registrars and Transfer Agents



 


The names of the
initial Agent, the initial TCCI Registrar, the initial TCCI Transfer Agent, the initial TMCC Registrar and the initial TMCC Transfer
Agent and their initial specified offices are set out below.


 


In acting under
the Agency Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement, the Agent and any other Paying Agents and (in
the case of the TCCI Note Agency Agreement only) the TCCI Registrar and the TCCI Transfer Agent and (in the case of the TMCC Note Agency
Agreement only) the TMCC Registrar and the TMCC Transfer Agent act solely as agents of the Issuer and do not assume any obligation to,
or relationship of agency or trust with, any Noteholders or Couponholders. The Issuer agrees to perform and observe the obligations imposed
upon it under the Agency Agreement and (in respect of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement
and (in respect of Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement and to use reasonable efforts to cause
the Agent and any other Paying Agents to perform and observe the obligations imposed upon them under the Agency Agreement and (in respect
of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, to perform and observe the obligations
imposed on them under the TCCI Note Agency Agreement and (in respect of Registered Notes issued by Toyota Motor Credit Corporation) the
TMCC Registrar and the TMCC Transfer Agent, to perform and observe the obligations imposed on them under the TMCC Note Agency Agreement.
The Agency Agreement and (in respect of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in
respect of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, contain provisions for the indemnification
of the Agent and any other Paying Agents, the TCCI Registrar and the TCCI Transfer Agent and the TMCC Registrar and the TMCC Transfer
Agent, respectively, and for relief from responsibility in certain circumstances, and entitle any of them to enter into business transactions
with the Issuer without being liable to account to the Noteholders or the Couponholders for any resulting profit.


 


The Issuer is entitled
to vary or terminate the appointment of any Paying Agent appointed under the terms of the Agency Agreement, or the TCCI Registrar or
the TCCI Transfer Agent appointed under the terms of the TCCI Note Agency Agreement, or the TMCC Registrar or the TMCC Transfer Agent
appointed under the terms of the TMCC Note Agency Agreement, and/or appoint additional or other Paying Agents or Transfer Agents and/or
approve any change in the specified office through which any Paying Agent, TCCI Registrar, TCCI Transfer Agent, TMCC Registrar or TMCC
Transfer Agent acts, provided that:


 


		(i)	so long
                                            as the Notes are admitted to trading or listed on any stock exchange or other relevant authority,
                                            there will at all times be a Paying Agent with a specified office in



 




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such
place as may be required by the rules and regulations of the relevant stock exchange or other relevant
authority; 


 


		(ii)	there
                                            will at all times be an Agent; and



 


		(iii)	in respect
                                            of Registered Notes issued by Toyota Credit Canada Inc., there will at all times be a TCCI
                                            Registrar and in respect of Registered Notes issued by Toyota Motor Credit Corporation, there
                                            will at all times be a TMCC Registrar.



 


In addition, the
Issuer shall forthwith appoint a Paying Agent having a specified office in the United States only in the circumstances described in the
final paragraph of Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of
insolvency, when it shall be of immediate effect) after not less than 30 or more than 45 days’ prior notice thereof shall have
been given to the Noteholders in accordance with Condition 16.


 


In addition, in
relation to Registered Notes issued or to be issued by it, Toyota Credit Canada Inc. or Toyota Motor Credit Corporation, as the case
may be, is entitled to vary or terminate the appointment of any registrar, transfer agent or paying agent and/or appoint additional transfer
agents, paying agents and/or approve any change in the specified office through which any such registrar, transfer agent or paying agent
acts, provided that there will at all times be a registrar and a paying agent capable of making payments in the Specified Currency and
(in the case of global Registered Notes) to the clearing system specified in the applicable Final Terms.


 


The Agency Agreement
or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement contains provisions permitting any entity into which any Paying Agent
and (in the case of the TCCI Note Agency Agreement and the TMCC Note Agency Agreement only) any registrar, paying agent or transfer agent
is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the
successor paying agent, registrar or transfer agent (as appropriate).


 


		12.	Exchange of Talons



 


On and after the
Interest Payment Date, on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon
sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including
(if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of
the Note to which it appertains) a further Talon, subject to the provisions of Condition 8. Each Talon shall, for the purposes of these
Terms and Conditions, be deemed to mature on the Interest Payment Date on which the final Coupon comprised in the relative Coupon sheet
matures.


 


		13.	Consolidation or Merger



 


The Issuer may
consolidate with, or sell, lease or convey all or substantially all of its assets as an entirety to, or merge with or into any other
corporation provided that in any such case, (i) either the Issuer shall be the continuing corporation, or the successor corporation
shall be a corporation organised and existing under the laws of the jurisdiction in which the Issuer is incorporated or any province,
territory, state or other political subdivision thereof and such successor corporation shall expressly assume the due and punctual payment
of the principal of and interest (including Additional Amounts as provided in Condition 7) on all the Notes and Coupons, according
to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Notes to be performed
by the Issuer by an amendment to the Agency Agreement or, as the case may be, the TCCI Note Agency Agreement or the TMCC Note Agency
Agreement, executed by such successor corporation, the Issuer and the Agent or the TCCI Registrar and the TCCI Transfer Agent or the
TMCC Registrar and the TMCC Transfer Agent, as the case may be, and (ii) immediately after giving effect to such transaction, no
Event of Default under Condition 9, and


 




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no event which,
with notice or lapse of time or both, would become such an Event of Default shall have happened and be continuing. In case of any such
consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor corporation, such successor corporation
shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein as the Issuer, and the predecessor
corporation, except in the event of a conveyance by way of lease, shall be relieved of any further obligation under the Notes and the
Agency Agreement or, as the case may be, the TCCI Note Agency Agreement or the TMCC Note Agency Agreement.


 


		14.	Substitution



 


The Issuer (the
“Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include
any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the relevant Noteholders
or Couponholders, substitute the Parent or any subsidiary of the Parent (including TFS) in place of the Issuer as the principal debtor
under the Notes, the relative Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.)
the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement
(the “Substitute Issuer”) provided that:


 


(a)       in
the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit
Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support
Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement,
respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between
such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement;


 


(b)       a
deed poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed
by the Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the substitution (the “Substitution
Documents”) and (without limiting the generality of the foregoing) under which (i) the Substitute Issuer shall undertake in
favour of the relevant Noteholders and Couponholders to be bound by the Terms and Conditions and Coupons, the provisions of the Agency
Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement
and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as
fully as if the Substitute Issuer had been named in the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor
Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency
Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of
Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii)
the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency
Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of
Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement;


 


(c)       without
prejudice to the generality of paragraph (b) above, where the Substitute Issuer is subject generally to a taxing jurisdiction differing
from or in addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition
14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents in terms corresponding to the provisions
of Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the
case may be, was subject


 




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of references to
the taxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, as the case may be, is subject and in such
case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect;


 


(d)       the
Substitution Documents shall contain a warranty and representation (i) that the Substitute Issuer and the Retiring Issuer have obtained
all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all
necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the
Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the
Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota
Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the
TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant
Noteholder, and (iii) the Substitute Issuer is solvent;


 


(e)       any
credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the relevant
Notes will not be downgraded as a result of the substitution;


 


(f)       each
stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the proposed substitution of
the Substitute Issuer, such Notes will continue to be admitted to trading on such stock exchange;


 


(g)       where
the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent
as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or
in connection with the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit
Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC
Note Agency Agreement;


 


(h)       in
the case of substitution of Toyota Credit Canada Inc. or a Canadian subsidiary of the Parent (“Canadian Replacement Subsidiary”)
in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Issuer
other than in respect of a holder of the relevant Notes or Coupons that: (i) does not deal at arm’s length (within the meaning
of the Income Tax Act (Canada)) with Toyota Credit Canada Inc. or the Canadian Replacement Subsidiary (as applicable) or (ii) is, or
does not deal at arm’s length with any person who is, a “specified shareholder” of Toyota Credit Canada Inc.
or the Canadian Replacement Subsidiary (as applicable) for the purposes of the thin capitalisation rules in the Income Tax Act (Canada);


 


(i)       legal
opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar
or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available)
(in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected
by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Retiring Issuer are incorporated and in England
confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations
of the Substitute Issuer and the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota
Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the
TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Issuer enforceable in accordance with their terms;
and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, in the event any Credit Support Agreements
are entered into under paragraph (a) above, confirming that any such Credit Support


 




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Agreements constitute
legal, valid and binding obligations of the Parent, TFS and the Substitute Issuer, as the case may be, enforceable in accordance with
its terms; and


 


(j)       in
connection with any such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the consequences of such
substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with,
or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer,
the Retiring Issuer, the Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI
Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer
Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person
except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in
the Substitution Documents in accordance with paragraph (c) above.


 


Upon
execution of the Substitution Documents as referred to in paragraph (b) above, (i) the Substitute Issuer shall be the Issuer named in
the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI
Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement
as principal debtor in place of the Retiring Issuer and the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor
Credit Corporation) the TMCC Note Agency Agreement, shall thereby be deemed to be amended to give effect to the substitution of the Substitute
Issuer as principal debtor; and (ii) the Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor
in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada
Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency
Agreement. With effect on and from the time of the substitution of the Substitute Issuer in place of the Retiring Issuer:


 


(A)       the
Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and Coupons;


 


(B)       the
Substitute Issuer has rights which the Retiring Issuer had in respect of the relevant Notes and Coupons (in each case subject to paragraph
(c) above); and


 


(C)       the
Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the
relevant Notes and Coupons.


 


The Substitution
Documents shall be deposited with and held by the Agent and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) copied
to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for
so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring
Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered
Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor
Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or
discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder
to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in
the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes
issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents.


 




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Within 14 days
of a substitution taking effect under this Condition 14, the Retiring Issuer shall give notice of such substitution to the relevant Noteholders
in accordance with Condition 16.


 


		15.	Meetings, Modifications and
Waivers



 


The Agency Agreement,
the TCCI Note Agency Agreement and the TMCC Note Agency Agreement contain provisions which, unless otherwise provided in the Final Terms,
are binding on the Issuer, the Noteholders and the Couponholders, for convening meetings (including wholly or partly by means of electronic
facility or facilities (including video conference platforms or by conference call)), of holders of Notes and Coupons to consider matters
affecting their interests, including the modification or waiver of the Terms and Conditions applicable to the Notes.


 


The Agency Agreement,
(in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, (in the case of Registered Notes
issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, the Notes and any Coupons attached to the Notes may be amended
by the Issuer and (in the case of the Agency Agreement) the Agent and (in the case of the TCCI Note Agency Agreement) the TCCI Registrar
and the TCCI Transfer Agent, and (in the case of the TMCC Note Agency Agreement) the TMCC Registrar and the TMCC Transfer Agent, without
the consent of the holder of any Note or Coupon (i) for the purpose of curing any ambiguity, or for curing, correcting or supplementing
any defective provision contained therein, or to evidence the succession of another corporation to the Issuer as provided in Condition
13 or provide for substitution of the Issuer as provided in Condition 14, (ii) to make any further modifications of the terms of
the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in
the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, necessary or desirable to allow
for the issuance of any additional Notes (which modifications shall not be materially adverse to holders of outstanding Notes), or (iii) in
any manner which the Issuer and (in the case of the Agency Agreement) the Agent and (in the case of the TCCI Note Agency Agreement) the
TCCI Registrar and the TCCI Transfer Agent and (in the case of the TMCC Note Agency Agreement) the TMCC Registrar and the TMCC Transfer
Agent may deem necessary or desirable and which shall not materially adversely affect the interests of the holders of the Notes and Coupons.
In addition, with the written consent of holders of a majority in aggregate nominal amount of the Notes then outstanding affected thereby,
or by resolution adopted by the holders of a majority in aggregate nominal amount of Notes then outstanding present or represented at
a meeting of the holders of the Notes affected thereby at which a quorum is present, as provided in the Agency Agreement (provided that
such resolution shall be approved by the holders of not less than 25 per cent. of the aggregate nominal amount of Notes then outstanding
affected thereby), the Issuer and the Agent and (in the case of the TCCI Note Agency Agreement) the TCCI Registrar and the TCCI Transfer
Agent and (in the case of the TMCC Note Agency Agreement) the TMCC Registrar and the TMCC Transfer Agent may from time to time and at
any time enter into agreements modifying or amending the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit
Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC
Note Agency Agreement, or the Terms and Conditions and Coupons for the purpose of adding any provisions to or changing in any manner
or eliminating any provisions of the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI
Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation), the TMCC Note Agency Agreement,
or of modifying in any manner the rights of the holders of Notes and Coupons; provided, however, that no such agreement shall, without
the consent or the affirmative vote of the holder of each Note affected thereby, (i) change the stated maturity of the principal
of or any instalment of interest on any Note, (ii) reduce the nominal amount of or interest on any Note, (iii) change the obligation
of the Issuer to pay Additional Amounts as provided in Condition 7, (iv) reduce the percentage in nominal amount of outstanding
Notes the consent of the holders of which is necessary to modify or amend the Agency Agreement, or (in the case of Registered Notes issued
by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit


 




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Corporation) the
TMCC Note Agency Agreement, or the Terms and Conditions or to waive any future compliance or past default, or (v) reduce the percentage
in nominal amount of outstanding Notes the consent of the holders of which is required at any meeting of holders of Notes at which a
resolution is adopted. The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate
nominal amount of the Notes then outstanding affected thereby and at any adjourned meeting will be one or more persons holding or representing
25 per cent. in aggregate nominal amount of such Notes then outstanding affected thereby. Any instrument given by or on behalf of
any holder of a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and
will be conclusive and binding on all subsequent holders of such Note. Any modifications, amendments or waivers to the Agency Agreement,
or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) to the TCCI Note Agency Agreement, or (in the case of Registered
Notes issued by Toyota Motor Credit Corporation) to the TMCC Note Agency Agreement, or to the Terms and Conditions and Coupons will be
conclusive and binding on all holders of Notes and Coupons, whether or not they have given such consent or were present at any meeting,
and whether or not notation of such modifications, amendments or waivers is made upon the Notes and Coupons. It shall not be necessary
for the consent of the holders of Notes under this Condition 15 to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent shall approve the substance thereof.


 


Notes authenticated
and delivered after the execution of any amendment to the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit
Canada Inc.) to the TCCI Note Agency Agreement, or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) to the
TMCC Note Agency Agreement, the Notes or Coupons may bear a notation in form approved by the Agent, or (in the case of Registered Notes
issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, or (in the case of Registered Notes issued by Toyota
Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, as to any matter provided for in such amendment to the Agency
Agreement or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) to the TCCI Note Agency Agreement or (in the case
of Registered Notes issued by Toyota Motor Credit Corporation) to the TMCC Note Agency Agreement.


 


New Notes so modified
as to conform, in the opinion of the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar
or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the Issuer, to any modification
contained in any such amendment may be prepared by the Issuer, authenticated by the Agent or (in the case of Registered Notes issued
by Toyota Credit Canada Inc.) the TCCI Registrar or the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor
Credit Corporation) the TMCC Registrar or the TMCC Transfer Agent and delivered in exchange for the Notes then outstanding.


 


For the purposes
of this Condition 15, Condition 3 and Condition 9, the term “outstanding” means, in relation to the Notes, all Notes
issued under the Agency Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement other than (i) those which
have been redeemed in full in accordance with the Agency Agreement or the TCCI Note Agency Agreement or the TMCC Note Agency Agreement
or these Terms and Conditions, (ii) those in respect of which the date for redemption in accordance with these Terms and Conditions
has occurred and the redemption moneys therefor (including all interest (if any) accrued but unpaid thereon to the date for such redemption
and any interest (if any) payable under these Terms and Conditions after such date) have been duly paid to the Agent as provided in the
Agency Agreement or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) to the TCCI Registrar or the TCCI Transfer
Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) to the TMCC Registrar or the TMCC Transfer Agent
(and, where appropriate, notice has been given to the Noteholders in accordance with Condition 16) and remain available for payment
against presentation of the Notes, (iii) those which have become void under Condition 8, (iv) those which have been purchased
or otherwise acquired and cancelled as provided in Condition 6, and those


 




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which have been
purchased or otherwise acquired and are being held by the Issuer for subsequent resale or reissuance as provided in Condition 6 during
the time so held, (v) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes pursuant to
Condition 10, (vi) (for the purposes only of determining how many Notes are outstanding and without prejudice to their status for
any other purpose) those Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued
pursuant to Condition 10, and (vii) temporary global Notes to the extent that they shall have been duly exchanged in whole for permanent
global Notes or definitive Notes and permanent global Notes or global Registered Notes to the extent that they shall have been duly exchanged
in whole for definitive Notes, in each case pursuant to their respective provisions.


 


		16.	Notices



 


All notices regarding
the Notes shall be validly given if published in a leading English language daily newspaper of general circulation in London (which is
expected to be the Financial Times) or, if this is not practicable, one other such English language newspaper as the Issuer, in
consultation with the Agent, shall decide. The Issuer shall also ensure that notices are duly published in a manner which complies with
the rules and regulations of any stock exchange on which the Notes are for the time being admitted to trading or are listed by another
relevant authority. Any such notice published as aforesaid shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such publication. Couponholders will be deemed for all purposes to have notice of
the contents of any notice given to the holders of the Notes in accordance with this Condition 16.


 


Until such time
as any definitive Notes are issued, so long as the global Note(s) is or are held in its or their entirety on behalf of Euroclear and
Clearstream, Luxembourg, there may be substituted for such publication in such newspaper the delivery of the relevant notice to Euroclear
and Clearstream, Luxembourg for communication by them to the holders of the Notes; provided that, for so long as any Notes are admitted
to trading on a stock exchange or are listed by another relevant authority and the rules of that stock exchange or relevant authority
so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules.
Any notice delivered to Euroclear and Clearstream, Luxembourg shall be deemed to have been given to the holders of the Notes on the third
day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg, or on such other day as is specified in
the applicable Final Terms.


 


Notices to holders
of Registered Notes in definitive form will be deemed to be validly given if sent by mail to them (or, in the case of joint holders of
Registered Notes issued by Toyota Credit Canada Inc., to the first-named in the TCCI Register or, in the case of joint holders of Registered
Notes issued by Toyota Motor Credit Corporation, to the first-named in the TMCC Register) at their respective addresses as recorded in
such register, and will be deemed to have been validly given on the fourth business day after the date of such mailing.


 


Notices to be given
by any holder of the Notes shall be in writing and given by lodging the same, together with the relative Note or Notes, in the case of
Bearer Notes, with the Agent or, in the case of Registered Notes issued by Toyota Credit Canada Inc., with the TCCI Registrar or, in
the case of Registered Notes issued by Toyota Motor Credit Corporation, with the TMCC Registrar. While any of the Notes are represented
by a global Note, such notice may be given by any holder of a Note to, in the case of Bearer Notes, the Agent or, in the case of Registered
Notes issued by Toyota Credit Canada Inc., the TCCI Registrar or, in the case of Registered Notes issued by Toyota Motor Credit Corporation,
the TMCC Registrar, via Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent or TCCI Registrar or
TMCC Registrar and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.


 




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		17.	Further Issues



 


The Issuer shall
be at liberty from time to time without the consent of the Noteholders or Couponholders to create and issue further notes ranking pari
passu in all respects (or in all respects save for the Issue Date, the amount and the date of the first payment of interest thereon
and/or the Issue Price) and so that the same shall be consolidated and form a single series with the outstanding Notes and references
in these Terms and Conditions to “Notes” shall be construed accordingly.


 


		18.	Disapplication



 


The Notes confer
no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Notes, but this does not affect any right
or remedy of a third party which exists or is available apart from that Act.


 


		19.	Governing Law
and Submission to Jurisdiction



 


The Agency Agreement,
the TCCI Note Agency Agreement, the TMCC Note Agency Agreement, the Notes, the Coupons and any non-contractual obligations arising out
of or in connection with the Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement, the Notes and the Coupons
are governed by, and shall be construed in accordance with, English law.


 


The Issuer irrevocably
agrees, for the exclusive benefit of the Noteholders and the Couponholders, to the jurisdiction of the English courts for all purposes
in connection with the Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement, the Notes, the Coupons and any
non-contractual obligations arising out of or in connection with the Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note
Agency Agreement, the Notes and the Coupons and in relation thereto the Issuer has appointed Toyota Financial Services (UK) PLC as its
agent for service of process on its behalf and has agreed that in the event of Toyota Financial Services (UK) PLC ceasing so to act or
ceasing to be registered in England, it will appoint another person as its agent for service of process. Without prejudice to the foregoing,
to the extent allowed by law, the Issuer further irrevocably agrees that any suit, action or proceedings arising out of or in connection
with the Agency Agreement, the TCCI Note Agency Agreement, the TMCC Note Agency Agreement the Notes and the Coupons (including any suit,
action or proceedings relating to any non-contractual obligations arising out of or in connection with the Agency Agreement, the TCCI
Note Agency Agreement, the TMCC Note Agency Agreement, the Notes and the Coupons) may be brought in any other court of competent jurisdiction.


 




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AGENT


 


The Bank of New
York Mellon

acting through its London branch

One Canada Square

Canary Wharf

London E14 5AL

United Kingdom


 


TCCI REGISTRAR


 


BNY Trust Company
of Canada

1 York Street

6th Floor

Toronto Ontario

Canada M5J 0B6 /


 


The Bank of New
York Mellon

SA/NV, Luxembourg Branch

Vertigo Building – Polaris

2-4 rue Eugène Ruppert

L-2453 Luxembourg


 


TCCI TRANSFER
AGENT


 


The Bank of New
York Mellon

acting through its London branch

One Canada Square

Canary Wharf

London E14 5AL

United Kingdom


 


TMCC REGISTRAR


 


The Bank of New
York Mellon

SA/NV, Luxembourg Branch

Vertigo Building – Polaris

2-4 rue Eugène Ruppert

L-2453 Luxembourg


 


TMCC TRANSFER
AGENT


 


The Bank of New
York Mellon

acting through its London branch

One Canada Square

Canary Wharf

London E14 5AL

United Kingdom


 




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Appendix B


 


FORMS
OF GLOBAL AND DEFINITIVE NOTES, COUPONS AND TALONS


 




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APPENDIX
B-1



FORM OF TEMPORARY GLOBAL NOTE


 


[ANY UNITED
STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1


 


[BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR
ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND
THE REGULATIONS THEREUNDER).]2


 


3[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.

(a private company incorporated with limited liability under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)]


 


[TOYOTA CREDIT
CANADA INC.

(a company incorporated with limited liability under the Canada Business Corporations Act)]


 


[TOYOTA FINANCE
AUSTRALIA LIMITED

(ABN 48 002 435 181, a company registered in New South Wales and incorporated with limited liability in Australia)]


 


[TOYOTA MOTOR
CREDIT CORPORATION

(a company incorporated with limited liability in California, United States)]


 


TEMPORARY GLOBAL
NOTE


 


representing

[Specified Currency and Nominal Amount of Series]

NOTES DUE [Year of Maturity]


 


Series No. [   ]


 




















 






	 	1	Use this legend in the case of Notes issued by TMF,
    TCCI or TFA with an initial maturity of more than 183 days (taking into consideration unilateral rights to roll or extend) unless
    the applicable Final Terms specify TEFRA C.


	 	2	Use this legend in the case of Notes with an initial
    maturity of 183 days or less (taking into consideration unilateral rights to roll or extend), have a minimum denomination of $500,000
    (or the equivalent amount in any other currency determined at the spot rate on the date of issue) and, as specified in the applicable
    Final Terms, are intended to satisfy the requirements of Section 1.6049-5(b)(10) of U.S. Treasury Regulations.


	 	3	Delete all but the relevant Issuer.




    Page 96


     


    

The
Notes represented by this Temporary Global Note have been admitted to the Official List and admitted to trading on the London Stock Exchange
plc’s Regulated Market.4 This Global Note is a Temporary
Global Note in respect of a duly authorised issue of [Specified Currency and Nominal Amount of Tranche] [Specified Currency and Nominal
Amount of Series] Notes Due [Year of Maturity] (the Notes) of [Specified Currency and Specified Denomination] each of 5[Toyota
Motor Finance (Netherlands) B.V.] [Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor Credit Corporation] (the
Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes (the Conditions) as set
out in Appendix A to the Agency Agreement (as defined below) as modified and supplemented by the information set out in Part A of the
Final Terms relating to the Notes (which are attached hereto) and, in the event of any conflict between the provisions of the Conditions
and the information set out in the Final Terms, the latter shall prevail. Words and expressions defined in the Conditions and the Final
Terms and not otherwise defined herein shall have the same meanings when used in this Temporary Global Note.


 


This
Temporary Global Note is issued subject to, and with the benefit of, the Conditions and the Agency Agreement dated 12 September 2014
(the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented
and/or restated from time to time), between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon (the Agent); provided, however, that references to the
Conditions shall mean the Conditions in effect on the date of this Temporary Global Note.


 


This
Temporary Global Note is to be held by a common depositary (or, if the Final Terms indicate that this Temporary Global Note is intended
to be a New Global Note, a common safekeeper) for Euroclear Bank SA/NV (Euroclear), Clearstream Banking, société
anonyme (Clearstream, Luxembourg) and/or such other relevant clearing agency as is specified in the Final Terms on behalf
of account holders which have the Notes represented by this Temporary Global Note credited to their respective securities accounts therewith
from time to time.


 


For
value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date,
and/or on such earlier date(s) as all or any of the Notes represented by this Temporary Global Note may become due and repayable in accordance
with the Conditions, the amount payable under the Conditions in respect of the Notes then represented by this Temporary Global Note on
each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Temporary Global
Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final
Terms indicate that this Temporary Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this
Temporary Global Note to or to the order of the Agent at the principal office of the Agent in London, or at the offices of any of the
other paying agents located outside the United States of America, its territories and possessions, any State of the United States and
the District of Columbia (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes, but
in each case subject to the requirements as to certification provided herein. Any moneys paid by the Issuer to the Agent for the payment
of principal or interest on any Notes and remaining unclaimed at the end of


 


 






 









	 	4	Delete in the case of all Notes other than Notes admitted
    to trading on the London Stock Exchange’s Regulated Market, or add reference to other Stock Exchange, if applicable.


	 	5	Delete all but the relevant Issuer.




    Page 97


     


    

one year after
such principal or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then
be repaid to the Issuer and upon such repayment all liability of the Agent with respect thereto shall thereupon cease, without, however,
limiting in any way any obligation the Issuer may have to pay the principal of or interest on this Temporary Global Note as the same
shall become due.


 


If
the Final Terms indicate that this Temporary Global Note is intended to be a New Global Note, the nominal amount of Notes represented
by this Temporary Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear and Clearstream,
Luxembourg (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Temporary
Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s
interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Temporary Global Note and, for
these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request)
stating the nominal amount of Notes represented by this Temporary Global Note at any time shall be conclusive evidence of the records
of the relevant Clearing System at that time.


 


If
the Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented
by this Temporary Global Note shall be the aggregate nominal amount stated in the Final Terms or, if lower, the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column in Schedule Two hereto.


 


On
any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by
this Temporary Global Note, the Issuer shall procure that:


 


		(i)	if the Final
                                            Terms indicate that this Temporary Global Note is intended to be a New Global Note, details
                                            of such redemption, payment or purchase and cancellation (as the case may be) shall be entered
                                            pro rata in the records of the relevant Clearing Systems and, upon any such entry being made,
                                            the nominal amount of the Notes recorded in the records of the relevant Clearing Systems
                                            and represented by this Temporary Global Note shall be reduced by the aggregate nominal amount
                                            of the Notes so redeemed or purchased and cancelled; or



 


		(ii)	if the
                                            Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note,
                                            details of such redemption, payment or purchase and cancellation (as the case may be) shall
                                            be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in
                                            Schedule Two hereto recording any such redemption, payment or purchase and cancellation (as
                                            the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption
                                            or purchase and cancellation, the nominal amount of this Temporary Global Note and the Notes
                                            represented by this Temporary Global Note shall be reduced by the aggregate nominal amount
                                            of such Notes so redeemed or purchased and cancelled.



 


Payments
due in respect of Notes for the time being represented by this Temporary Global Note shall be made to the bearer of this Temporary Global
Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred
to above shall not affect such discharge.


 




    Page 98


     


    

6[For
the purposes only of the Interest Act (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest which is equivalent
to the Fixed Rate of Interest per annum, computed on the basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of Interest by a fraction of which: (a) the numerator is
the product of (i) the actual number of days in a year commencing on and including the first day of such period and ending on but not
including the corresponding day in the next calendar year and (ii) the sum of (y) the product of 30 and the number of complete months
elapsed in such period and (z) the number of days elapsed in any incomplete month in such period treating all calendar months as having
30 days; and (b) the denominator is the product of 360 and the actual number of days in such period (including the first but excluding
the last, such day). For the purposes only of the Interest Act (Canada), in respect of Floating Rate Notes the nominal yearly rate of
interest which is equivalent to the Rate of Interest per annum for any Specified Period (as defined in the Final Terms) calculated on
the basis of a year of 365 or 360 days may be calculated by multiplying such Rate of Interest by a fraction of which the numerator is
the actual number of days in a year commencing on and including the first day of such Specified Period and ending on but not including
the corresponding day in the next calendar year and the denominator is 365 or 360, as the case may be.]


 


Prior
to the Exchange Date (as defined below), all payments (if any) on this Temporary Global Note will only be made to the bearer hereof to
the extent that there is presented to the Agent by a relevant Clearing System a certificate to the effect that it has received from or
in respect of a person entitled to a particular nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial
ownership in the form required by it. On or after the Exchange Date the bearer of this Temporary Global Note will not be entitled to
receive any payment of interest due unless, upon due certification, exchange of this Temporary Global Note is improperly withheld or
refused.


 


On
or after the date which is 40 days after the completion of the distribution of the Notes represented by this Temporary Global Note or,
at the option of the Issuer (with the consent of the lead manager(s) of the Tranche(s) of Notes of the relevant Series) the date which
is 40 days after the completion of the distribution of any additional issuance or issuances of one or more Tranches of Notes of the same
Series that occurs within the 40 day period after the issue of this Temporary Global Note (the latest of such dates referred to as the
Exchange Date), this Temporary Global Note may be exchanged in whole or in part (free of charge) for, as specified in the Final
Terms, either (a) Definitive Bearer Notes and (if applicable) Coupons and Talons in or substantially in the forms set out in Appendices
B-3, B-4 and B-5, respectively, to the Agency Agreement (on the basis that all appropriate details have been included on the face of
such Definitive Bearer Notes and (if applicable) Coupons and Talons and the Final Terms (or the relevant provisions of the Final Terms)
have either been endorsed on or attached to such Definitive Bearer Notes) or, (b) either (i) if the Final Terms indicate that this Temporary
Global Note is intended to be a New Global Note, interests recorded in the records of the relevant Clearing Systems in a Permanent Global
Note, or (ii) if the Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note, a Permanent Global
Note which, in either case, is in the form or substantially in the form set out in Appendix B-2 to the Agency Agreement (together with
the Final Terms attached thereto) in each case upon notice being given to the Agent by the relevant Clearing System acting on the instructions
of any holder of an interest in this Temporary Global Note.


 


 






 









	 	6	Delete if the Issuer is Toyota Motor Finance (Netherlands)
    B.V., Toyota Finance Australia Limited or Toyota Motor Credit Corporation.




    Page 99


     


    

The
Issuer shall procure that, as appropriate, (i) the Definitive Bearer Notes or (as the case may be) the Permanent Global Note (where the
Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note) shall be so issued and delivered or (ii)
the interests in the Permanent Global Note (where the Final Terms indicate that this Temporary Global Note is intended to be a New Global
Note) shall be recorded in the records of the relevant Clearing System, in each case in exchange for only that portion of this Temporary
Global Note in respect of which there shall have been presented to the Agent by a relevant Clearing System a certificate to the effect
that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes (as
shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it and, in the case of Definitive
Bearer Notes, subject to such notice period and payment of costs as may be specified in the Final Terms.


 


If
Definitive Bearer Notes and (if applicable) Coupons and Talons have already been issued in exchange for all the Notes represented for
the time being by the Permanent Global Note, then this Temporary Global Note may only thereafter be exchanged for Definitive Bearer Notes
and (if applicable) Coupons and Talons pursuant to the terms hereof.


 


On
an exchange of the whole of this Temporary Global Note, this Temporary Global Note shall be surrendered to or to the order of the Agent.
On an exchange of part only of this Temporary Global Note, the Issuer shall procure that:


 


		(i)	if the Final
                                            Terms indicate that this Temporary Global Note is intended to be a New Global Note, details
                                            of such exchange shall be entered pro rata in the records of the relevant Clearing Systems;
                                            or



 


		(ii)	if the
                                            Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note,
                                            details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto
                                            and the relevant space in Schedule Two hereto recording such exchange shall be signed by
                                            or on behalf of the Issuer whereupon the nominal amount of this Temporary Global Note and
                                            the Notes represented by this Temporary Global Note shall be reduced by the nominal amount
                                            so exchanged. If, following the issue of a Permanent Global Note in exchange for some of
                                            the Notes represented by this Temporary Global Note, further Notes represented by this Temporary
                                            Global Note are to be exchanged pursuant to this paragraph, such exchange may be effected,
                                            without the issue of a new Permanent Global Note, by the Issuer or its agent endorsing Schedule
                                            Two of the Permanent Global Note previously issued to reflect an increase in the aggregate
                                            nominal amount of the Permanent Global Note which would otherwise have been issued on such
                                            exchange.



 


Until
the exchange of the whole of this Temporary Global Note as aforesaid, the bearer hereof shall in all respects (except as otherwise provided
in this Temporary Global Note) be entitled to the same benefits as if it were bearer of Definitive Bearer Notes, and the relative Coupons
and Talons in the form set out in Appendices B-3, B-4 and B-5, respectively, to the Agency Agreement.


 


Accordingly,
except as ordered by a court of competent jurisdiction or as required by law or applicable regulation, the Issuer and any Paying Agent
may deem and treat the bearer hereof as the absolute owner of this Temporary Global Note for all purposes (whether or not this Temporary
Global Note shall be overdue and notwithstanding any notice of ownership or writing hereon or notice of any previous loss or theft or
trust or other interest herein). In the event that this Temporary Global Note (or any part of it) has become due and repayable in


 




    Page 100


     


    

accordance with
Condition 9 and payment in full of the amount due has not been made to the bearer in accordance with the provisions set out above then
this Temporary Global Note will become void at 8.00 p.m. (London time) on such day and the bearer will have no further rights under this
Temporary Global Note (but without prejudice to the rights which the bearer or any other person may have under Clause 31 of the Agency
Agreement in respect of the Notes issued under the Programme Agreement pursuant to which this Temporary Global Note is issued).


 


This
Temporary Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed
in accordance with, English law.


 


This
Temporary Global Note shall not be valid unless authenticated by the Agent and, if the Final Terms indicate that this Temporary Global
Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility, or (ii)
in respect of which the Issuer has notified the Agent that effectuation is to be applicable, effectuated by the entity appointed as common
safekeeper by the relevant Clearing Systems. This Temporary Global Note may be duly executed on behalf of the Issuer by manual or facsimile
signature.


 




    Page 101


     


    

IN
WITNESS WHEREOF, the Issuer has caused this Temporary Global Note to be duly executed on its behalf.


 


Dated


 


	 	7[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	By:     

    	_________________

        Authorised Signatory
	 	By:  	_________________

        Authorised Signatory
	 
	 	 	 	 	 	 	 
	 	[TOYOTA CREDIT CANADA INC.]
 [TOYOTA FINANCE AUSTRALIA LIMITED]
 [TOYOTA MOTOR CREDIT CORPORATION]
	 	 
	 	By:  

    	_________________

        Authorised Signatory
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


	Authenticated by

    The Bank of New York Mellon	 
	 	 
	 	 
	By: ________________________

           Authorised Signatory

    
	 
	 	 
	 	 
	8Effectuated
    without recourse,

    warranty or liability by:	 
	 	 
	 	 
	[insert name of common safekeeper]

    as common safekeeper	 
	 	 
	 	 
	By:________________________	 






 


 









 









	 	7	Delete all but the relevant Issuer.


	 	8	This should only be completed where the Final Terms
    indicate that this Temporary Global Note is intended to be a New Global Note.










    Page 102


     


    

 


SCHEDULE
ONE*



INTEREST PAYMENTS


 


	Interest

    Payment Date	 	Date of Payment	 	Total Amount of Interest
    Payable	 	Amount of Interest Paid	 	Confirmation of payment
    by or on behalf of the Issuer
	 	 	 	 	 	 	 	 	 
	First	 	 	 	 	 	 	 	 
	Second	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


[continue numbering
until the appropriate number of interest payment dates for the particular Series of Notes is reached.]


 


 









 











		*	Schedule
                                            One should be completed where the Final Terms indicate that this Temporary Global Note is
                                            not intended to be a New Global Note.



 






    Page 103


     


    

 


SCHEDULE
TWO*



SCHEDULE OF EXCHANGES

FOR NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS


 


The
following exchanges of a part of this Temporary Global Note for Notes represented by a Permanent Global Note or Definitive Bearer Notes
or redemptions or purchases and cancellation of this Temporary Global Note have been made:


 


	Date of exchange, or redemption
    or purchase and cancellation	 	Part of nominal amount of
    this Temporary Global Note exchanged for Notes represented by a Permanent Global Note or Definitive Bearer Notes or redeemed or purchased
    and cancelled	 	Remaining nominal amount
    of this Temporary Global Note following such exchange, or redemption or purchase and cancellation	 	Notation made by or on behalf
    of the Issuer
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 


 


 









 









		*	Schedule
                                            Two should only be completed where the Final Terms indicates that this Temporary Global Note
                                            is not intended to be a New Global Note.



 


 






    Page 104


     


    

 


APPENDIX
B-2



FORM OF PERMANENT GLOBAL NOTE


 


[ANY UNITED
STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1


 


[BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR
ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND
THE REGULATIONS THEREUNDER).]2


 


3[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.

(a private company incorporated with limited liability under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)]


 


[TOYOTA CREDIT
CANADA INC.

(a company incorporated with limited liability under the Canada Business Corporations Act)]


 


[TOYOTA FINANCE
AUSTRALIA LIMITED

(ABN 48 002 435 181, a company registered in New South Wales and incorporated with limited liability in Australia)]


 


[TOYOTA MOTOR
CREDIT CORPORATION

(a company incorporated with limited liability in California, United States)]


 


PERMANENT GLOBAL
NOTE


 


representing

[Specified Currency and Nominal Amount of Series]

NOTES DUE [Year of Maturity]


 


Series No. [
]


 


 









 









	 	1	Use this legend in the case of Notes issued by TMF,
    TCCI or TFA with an initial maturity of more than 183 days (taking into consideration unilateral rights to roll or extend) unless
    the applicable Final Terms specify TEFRA C.


	 	2	Use this legend in the case of Notes with an initial
    maturity of 183 days or less (taking into consideration unilateral rights to roll or extend), have a minimum denomination of $500,000
    (or the equivalent amount in any other currency determined at the spot rate on the date of issue) and, as specified in the applicable
    Final Terms, are intended to satisfy the requirements of Section 1.6049-5(b)(10) of U.S. Treasury Regulations.


	 	3	Delete all but the relevant Issuer.




    Page 105


     


    

The
Notes represented by this Permanent Global Note have been admitted to the Official List and admitted to trading on the London Stock Exchange
plc’s Regulated Market.4


 


This
Global Note is a Permanent Global Note in respect of a duly authorised issue of [Specified Currency and Nominal Amount of Tranche] [Specified
Currency and Nominal Amount of Series] Notes Due [Year of Maturity] (the Notes) of [Specified Currency and Specified Denomination]
each of 5[Toyota Motor Finance (Netherlands) B.V.] [Toyota
Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor Credit Corporation] (the Issuer). References herein to the
Conditions shall be to the Terms and Conditions of the Notes (the Conditions) as set out in Appendix A to the Agency Agreement
(as defined below) as modified and supplemented by Part A of the Final Terms relating to the Notes (which are attached hereto) and, in
the event of any conflict between the provisions of the Conditions and the information set out in the Final Terms, the latter shall prevail.
Words and expressions defined in the Conditions and the Final Terms and not otherwise defined herein shall have the same meanings when
used in this Permanent Global Note.


 


This
Permanent Global Note is issued subject to, and with the benefit of, the Conditions and the Agency Agreement dated 12 September 2014
(the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented
and/or restated from time to time), between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon (the Agent); provided, however, that references to the
Conditions shall mean the Conditions in effect on the date of issue of the Temporary Global Note that originally represented this Permanent
Global Note.


 


This
Permanent Global Note is to be held by a common depositary (or, if the Final Terms indicate that this Permanent Global Note is intended
to be a New Global Note, a common safekeeper) for Euroclear Bank SA/NV (Euroclear), Clearstream Banking, société
anonyme (Clearstream, Luxembourg) and/or such other relevant clearing agency as is specified in the Final Terms on behalf
of account holders which have the Notes represented by this Permanent Global Note credited to their respective securities accounts therewith
from time to time.


 


For
value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date,
and/or on such earlier date(s) as all or any of the Notes represented by this Permanent Global Note may become due and repayable in accordance
with the Conditions, the amount payable under the Conditions in respect of the Notes then represented by this Permanent Global Note on
each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Permanent Global
Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final
Terms indicate that this Permanent Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this
Permanent Global Note to or to the order of the Agent at the principal office of the Agent in London, or at the offices of any of the
other paying agents located outside of the United States of America, its territories and possessions, any State of the United States
and the District of Columbia (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes,
but in each case subject to the requirements as to certification provided herein. Any moneys paid by the Issuer to the Agent for the
payment of principal or interest on any Notes and remaining unclaimed at the end of


 









 









	 	4	Delete in the case of all Notes other than Notes admitted
    to trading on the London Stock Exchange’s Regulated Market, or add reference to other Stock Exchange, if applicable.


	 	5	Delete all but the relevant Issuer.




    Page 106


     


    

one year after
such principal or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then
be repaid to the Issuer and upon such repayment all liability of the Agent with respect thereto shall thereupon cease, without, however,
limiting in any way any obligation the Issuer may have to pay the principal of or interest on this Permanent Global Note as the same
shall become due.


 


If
the Final Terms indicate that this Permanent Global Note is intended to be a New Global Note, the nominal amount of Notes represented
by this Permanent Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear and Clearstream,
Luxembourg (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Permanent
Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s
interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for
these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request)
stating the nominal amount of Notes represented by this Permanent Global Note at any time shall be conclusive evidence of the records
of the relevant Clearing System at that time.


 


If
the Final Terms indicate that this Permanent Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented
by this Permanent Global Note shall be the aggregate nominal amount stated in the Final Terms or, if lower, the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column in Schedule Two hereto.


 


On
any redemption of, or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by
this Permanent Global Note, the Issuer shall procure that:


 


		(i)	if the Final
                                            Terms indicate that this Permanent Global Note is intended to be a New Global Note, details
                                            of such redemption, payment or purchase and cancellation (as the case may be) shall be entered
                                            pro rata in the records of the relevant Clearing Systems and, upon any such entry being made,
                                            the nominal amount of the Notes recorded in the records of the relevant Clearing Systems
                                            and represented by this Permanent Global Note shall be reduced by the aggregate nominal amount
                                            of the Notes so redeemed or purchased and cancelled; or



 


		(ii)	if the
                                            Final Terms indicate that this Permanent Global Note is not intended to be a New Global Note,
                                            details of such redemption, payment or purchase and cancellation (as the case may be) shall
                                            be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in
                                            Schedule Two hereto recording any such redemption, payment or purchase and cancellation (as
                                            the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption
                                            or purchase and cancellation, the nominal amount of this Permanent Global Note and the Notes
                                            represented by this Permanent Global Note shall be reduced by the aggregate nominal amount
                                            of such Notes so redeemed or purchased and cancelled.



 


Payments
due in respect of Notes for the time being represented by this Permanent Global Note shall be made to the bearer of this Permanent Global
Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred
to above shall not affect such discharge.


 




    Page 107


     


    

If
the Notes represented by this Permanent Global Note were, on issue, represented by a Temporary Global Note then on any exchange of any
such Temporary Global Note for this Permanent Global Note or any part of it, the Issuer shall procure that:


 


		(i)	if the Final
                                            Terms indicate that this Permanent Global Note is intended to be a New Global Note, details
                                            of such exchange shall be entered in the records of the relevant Clearing Systems; or



 


		(ii)	if the
                                            Final Terms indicate that this Permanent Global Note is not intended to be a New Global Note,
                                            details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto
                                            and the relevant space in Schedule Two hereto recording any such exchange shall be signed
                                            by or on behalf of the Issuer. Upon any such exchange, the nominal amount of this Permanent
                                            Global Note and the Notes represented by this Permanent Global Note shall be increased by
                                            the nominal amount of the Notes so exchanged.



 


6[For
the purposes only of the Interest Act (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest which is equivalent
to the Fixed Rate of Interest per annum, computed on the basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of Interest by a fraction of which: (a) the numerator is
the product of (i) the actual number of days in a year commencing on and including the first day of such period and ending on but not
including the corresponding day in the next calendar year and (ii) the sum of (y) the product of 30 and the number of complete months
elapsed in such period and (z) the number of days elapsed in any incomplete month in such period treating all calendar months as having
30 days; and (b) the denominator is the product of 360 and the actual number of days in such period (including the first but excluding
the last, such day). For the purposes only of the Interest Act (Canada), in respect of Floating Rate Notes the nominal yearly rate of
interest which is equivalent to the Rate of Interest per annum for any Specified Period (as defined in the Final Terms) calculated on
the basis of a year of 365 or 360 days may be calculated by multiplying such Rate of Interest by a fraction of which the numerator is
the actual number of days in a year commencing on and including the first day of such Specified Period and ending on but not including
the corresponding day in the next calendar year and the denominator is 365 or 360, as the case may be.]


 


In
certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes.
In such circumstances the Issuer shall procure that:


 


		(i)	if the Final
                                            Terms indicate that this Permanent Global Note is intended to be a New Global Note, details
                                            of such further notes shall be entered in the records of the relevant Clearing Systems; or



 


		(ii)	if the
                                            Final Terms indicate that this Permanent Global Note is not intended to be a New Global Note,
                                            details of such further notes shall be entered by or on behalf of the Issuer in Schedule
                                            Two and the relevant space in Schedule Two recording such further notes shall be signed by
                                            or on behalf of the Issuer, whereupon the nominal amount of this Permanent Global Note and
                                            the Notes represented by this Permanent Global Note shall be increased by the nominal amount
                                            of any such further notes so issued.



 


 






 









	 	6	Delete if the Issuer is Toyota Motor Finance (Netherlands)
    B.V., Toyota Finance Australia Limited or Toyota Motor Credit Corporation.




    Page 108


     


    

This
Permanent Global Note may (under the circumstances set forth in the Conditions and the Final Terms) be exchanged, in whole, but not in
part, for Definitive Bearer Notes and (if applicable) Coupons and Talons in or substantially in the forms set out in Appendices B-3,
B-4 and B-5, respectively, of the Agency Agreement (on the basis that all appropriate details have been included on the face of such
Definitive Bearer Notes and (if applicable) Coupons and Talons and the Final Terms (or the relevant provisions of the Final Terms) have
been either endorsed on or attached to such Definitive Bearer Notes) in denominations of [Specified Currency and Specified Denomination]
each upon either, as specified in the Final Terms:


 


		(a)	upon not
                                            less than 60 days’ written notice being given to the Agent by the relevant Clearing
                                            Systems acting on the instructions of any holder of an interest in this Permanent Global
                                            Note; or



 


		(b)	only upon
                                            the occurrence of an Exchange Event; or



 


		(c)	at any time
                                            at the request of the Issuer.



 


An Exchange
Event means:


 


		(i)	an Event
                                            of Default (as defined in Condition 9) has occurred and is continuing; or



 


		(ii)	the Issuer
                                            has been notified that both Euroclear and Clearstream, Luxembourg (or any other agreed clearing
                                            system in which this Permanent Global Note is being held) have been closed for business for
                                            a continuous period of 14 days (other than by reason of holiday, statutory or otherwise)
                                            or have announced an intention permanently to cease business or have in fact done so and,
                                            as a result, Euroclear and Clearstream, Luxembourg or such other agreed clearing system in
                                            which this Permanent Global Note is being held are no longer willing or able to discharge
                                            properly their responsibilities with respect to this Permanent Global Note and the Agent
                                            and the Issuer are unable to locate a qualified successor; or



 


		(iii)	the Issuer
                                            has or will become subject to adverse tax consequences which would not be suffered were the
                                            Notes represented by this Permanent Global Note in definitive form.



 


If
this Permanent Global Note is exchangeable following the occurrence of an Exchange Event:


 


		(A)	the Issuer
                                            will promptly give notice to Noteholders in accordance with Condition 16 if an Exchange Event
                                            occurs; and



 


		(B)	in the event
                                            of the occurrence of any Exchange Event, one or more of the relevant Clearing Systems (acting
                                            on the instructions of any holder of an interest in this Permanent Global Note) may give
                                            notice to the Agent requesting exchange and, in the event of the occurrence of an Exchange
                                            Event as described in (iii) above, the Issuer may also give notice to the Agent requesting
                                            exchange. Any such exchange shall occur not later than 45 days after the date of receipt
                                            of the first relevant notice by the Agent.



 




    Page 109


     


    

The
exchange, if any, will be made upon presentation of this Permanent Global Note by the bearer hereof on any day (other than a Saturday
or a Sunday) on which banks are open for general business in London at the principal office of the Agent in London; provided, however,
the first notice given to the Agent by Euroclear, Clearstream, Luxembourg and/or such other relevant clearing agency or the Issuer shall
give rise to the issue of Definitive Bearer Notes for the total amount of Notes represented by this Permanent Global Note. The aggregate
nominal amount of Definitive Bearer Notes issued upon an exchange of this Permanent Global Note will be equal to the aggregate nominal
amount of this Permanent Global Note submitted by the bearer hereof for exchange (to the extent that such nominal amount does not exceed
the aggregate nominal amount of this Permanent Global Note, as adjusted, as shown in Schedule Two hereto if the Final Terms indicate
that this Permanent Global Note is not intended to be a New Global Note, or in the records of the relevant Clearing Systems if the applicable
Final Terms indicate that this Permanent Global Note is intended to be a New Global Note). On an exchange of this Permanent Global Note,
this Permanent Global Note shall be surrendered to or to the order of the Agent.


 


Until
the exchange of the whole of this Permanent Global Note as aforesaid, the bearer hereof shall in all respects (except as otherwise provided
in this Permanent Global Note) be entitled to the same benefits as if it were the bearer of Definitive Bearer Notes, and the relative
Coupons and Talons in the form set out in Appendices B-3, B-4 and B-5, respectively, to the Agency Agreement.


 


Accordingly,
except as ordered by a court of competent jurisdiction or as required by law or applicable regulation, the Issuer and any Paying Agent
may deem and treat the bearer hereof as the absolute owner of this Permanent Global Note for all purposes (whether or not this Permanent
Global Note shall be overdue and notwithstanding any notice of ownership or writing hereon or notice of any previous loss or theft or
trust or other interest herein). In the event that this Permanent Global Note (or any part of it) has become due and repayable in accordance
with Condition 9 and payment in full of the amount due has not been made to the bearer in accordance with the provisions set out above
then this Permanent Global Note will become void at 8.00 p.m. (London time) on such day and the bearer will have no further rights under
this Permanent Global Note (but without prejudice to the rights which the bearer or any other person may have under Clause 31 of the
Agency Agreement in respect of the Notes issued under the Programme Agreement pursuant to which this Permanent Global Note is issued).


 


This
Permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed
in accordance with, English law.


 


This
Permanent Global Note shall not be valid unless authenticated by the Agent and, if the Final Terms indicate that this Permanent Global
Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility, or (ii)
in respect of which the Issuer has notified the Agent that effectuation is to be applicable, effectuated by the entity appointed as common
safekeeper by the relevant Clearing Systems. This Permanent Global Note may be duly executed on behalf of the Issuer by manual or facsimile
signature.


 




    Page 110


     


    

IN
WITNESS WHEREOF, the Issuer has caused this Permanent Global Note to be duly executed on its behalf.


 


Dated


 








	 	7[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	By:     

    	_________________

        Authorised Signatory
	 	By:  	_________________

        Authorised Signatory
	 
	 	 	 	 	 	 	 
	 	[TOYOTA CREDIT CANADA INC.]
 [TOYOTA FINANCE AUSTRALIA LIMITED]
 [TOYOTA MOTOR CREDIT CORPORATION]
	 	 
	 	By:  

    	_________________

        Authorised Signatory
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





	Authenticated by

    The Bank of New York Mellon	 
	 	 
	 	 
	By: ________________________

           Authorised Signatory

    
	 
	 	 
	 	 
	8Effectuated
    without recourse,

    warranty or liability by:	 
	 	 
	 	 
	[insert name of common safekeeper]

    as common safekeeper	 
	 	 
	 	 
	By:________________________	 



 


 









 









	 	7	Delete all but the relevant Issuer.


	 	8	This should only be completed where the Final Terms
    indicate that this Permanent Global Note is intended to be a New Global Note.










    Page 111


     


    

 


SCHEDULE
ONE*



INTEREST PAYMENTS


 


	Interest

    Payment Date	 	Date of Payment	 	Total Amount of Interest Payable	 	Amount of Interest Paid	 	Confirmation of payment by or on behalf of the Issuer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	First	 	 	 	 	 	 	 	 
	Second	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


[continue numbering
until the appropriate number of interest payment dates for the particular Series of Notes is reached]


 


 






 












		*	Schedule
                                            One should only be completed where the Final Terms indicate that this Permanent Global Note
                                            is not intended to be a New Global Note.



 









    Page 112


     


    

 


SCHEDULE
TWO*



SCHEDULE OF EXCHANGES OF A TEMPORARY

GLOBAL NOTE AND FOR DEFINITIVE BEARER NOTES

OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS


 


The
following increases of this Permanent Global Note, exchanges of this Permanent Global Note for Definitive Bearer Notes or redemptions
or purchases and cancellations of this Permanent Global Note have been made:


 


	Date of exchange, or redemption
    or purchase and cancellation	 	Increase in nominal amount
    of this Permanent Global Note due to exchanges of a Temporary Global Note for this Permanent Global Note	 	Part of nominal amount of
    this Permanent Global Note exchanged for Definitive Bearer Notes or redeemed or purchased and cancelled	 	Remaining amount payable
    under this Permanent Global Note following such exchange, or redemption or purchase and cancellation	 	Notation made by or on behalf
    of the Issuer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 









 









		*	Schedule
                                            Two should only be completed where the applicable Final Terms indicates that this Permanent
                                            Global Note is not intended to be a New Global Note.



 






    Page 113


     


    

 


APPENDIX
B-3



FORM OF DEFINITIVE BEARER NOTE


 


[ANY UNITED
STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1


 


[BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR
ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND
THE REGULATIONS THEREUNDER).]2


 


3[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.

(a private company incorporated with limited liability under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)]


 


[TOYOTA CREDIT
CANADA INC.

(a company incorporated with limited liability under the Canada Business Corporations Act)]


 


[TOYOTA FINANCE
AUSTRALIA LIMITED

(ABN 48 002 435 181, a company registered in New South Wales and incorporated with limited liability in Australia)]


 


[TOYOTA MOTOR
CREDIT CORPORATION

(a company incorporated with limited liability in California, United States)]


 


DEFINITIVE BEARER
NOTE


 


representing

[Specified Currency and Nominal Amount of Series]

NOTES DUE [Year of Maturity]


 


Series No. [
]


 


This
Note has been admitted to the Official List and admitted to trading on the London Stock Exchange plc’s Regulated Market.4


 


 






 









	 	1	Use this legend in the case of Notes issued by TMF,
    TCCI or TFA with a maturity of more than 183 days (taking into consideration unilateral rights to roll or extend).


	 	2	Use this legend in the case of Notes with a maturity
    of 183 days or less (taking into consideration unilateral rights to roll or extend), have a minimum denomination of $500,000 (or
    the equivalent amount in any other currency determined at the spot rate on the date of issue) and, as specified in the applicable
    Final Terms, are intended to satisfy the requirements of Section 1.6049-5(b)(10) of U.S. Treasury Regulations.


	 	3	Delete all but the relevant Issuer.




    Page 114


     


    

This
Note is one of a duly authorised issue of notes of [Specified Currency and Nominal Amount of Series] (the Notes) each of 5[Toyota
Motor Finance (Netherlands) B.V.] [Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor Credit Corporation] (the
Issuer). References herein to the Conditions shall be to the Terms and Conditions of the Notes (the Conditions) as set
out in Appendix A to the Agency Agreement (as defined below) as modified and supplemented by Part A of the Final Terms (which are reproduced
on the reverse hereof) and, in the event of any conflict between the provisions of the Conditions and the information set out in the
Final Terms, the latter shall prevail. Words and expressions defined in the Conditions and the Final Terms and not otherwise defined
herein shall have the same meanings when used in this Definitive Bearer Note.


 


This
Note is issued subject to, and with the benefit of, the Conditions and the Agency Agreement dated 12 September 2014 (the Agency Agreement,
which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time
to time), between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor
Credit Corporation and The Bank of New York Mellon (the Agent); provided, however, that references to the Conditions shall mean
the Conditions in effect on the date of issue of the Temporary Global Note that originally represented this Note.


 


For
value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date,
and/or on such earlier date(s) as this Note may become due and repayable in accordance with the Conditions, the amount payable under
the Conditions in respect of this Note on each such date and to pay interest (if any) on this Note calculated and payable as provided
in the Conditions together with any other sums payable under the Conditions.


 


6[For
the purposes only of the Interest Act (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest which is equivalent
to the Fixed Rate of Interest per annum, computed on the basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate of Interest by a fraction of which: (a) the numerator is
the product of (i) the actual number of days in a year commencing on and including the first day of such period and ending on but not
including the corresponding day in the next calendar year and (ii) the sum of (y) the product of 30 and the number of complete months
elapsed in such period and (z) the number of days elapsed in any incomplete month in such period treating all calendar months as having
30 days; and (b) the denominator is the product of 360 and the actual number of days in such period (including the first but excluding
the last, such day). For the purposes only of the Interest Act (Canada), in respect of Floating Rate Notes the nominal yearly rate of
interest which is equivalent to the Rate of Interest per annum for any Specified Period (as defined in the Final Terms) calculated on
the basis of a year of 365 or 360 days may be calculated by multiplying such Rate of Interest by a fraction of which the numerator is
the actual number of days in a year commencing on and including the first day of such Specified Period and ending on but not including
the corresponding day in the next calendar year and the denominator is 365 or 360, as the case may be.]


 









 









	 	4	Delete in the case of all Notes other than Notes admitted
    to trading on the London Stock Exchange’s Regulated Market, or add reference to other Stock Exchange, if applicable.


	 	5	Delete all but the relevant Issuer.


	 	6	Delete if the Issuer is Toyota Motor Finance (Netherlands)
    B.V., Toyota Finance Australia Limited or Toyota Motor Credit Corporation.




    Page 115


     


    

Title
to this Note and to any Coupon or Talon appertaining hereto shall pass by delivery. The Issuer may treat the bearer hereof as the absolute
owner of this Note for all purposes (whether or not this Note shall be overdue and notwithstanding any notation of ownership or writing
hereon or notice of any previous loss or theft or trust or other interest herein).


 


This
Note shall not be validly issued unless authenticated by the Agent.


 


This
Note may be duly executed on behalf of the Issuer by manual or facsimile signature.


 


IN WITNESS WHEREOF,
the Issuer has caused this Note to be duly executed on its behalf.


 


Dated


 





	 	7[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	By:     

    	_________________

        Authorised Signatory
	 	By:  	_________________

        Authorised Signatory
	 
	 	 	 	 	 	 	 
	 	[TOYOTA CREDIT CANADA INC.]
 [TOYOTA FINANCE AUSTRALIA LIMITED]
 [TOYOTA MOTOR CREDIT CORPORATION]
	 	 
	 	By:  

    	_________________

        Authorised Signatory
	 	 	 	 


 


	[Authenticated by

    The Bank of New York Mellon] 	 
	 	 
	 	 
	By: ________________________

           Authorised Signatory

     
	 


[Reverse
Of Note – Terms And Conditions]


 


[Terms
and Conditions to be as set out in Appendix A to the Agency Agreement or in such other form as may be agreed between the relevant Issuer,
the Agent and the relevant Purchaser(s)]


 


[Endorsed
on or attached to the Terms and Conditions is to be the applicable Final Terms]


 









 









	 	7	Delete all but the relevant Issuer.




    Page 116


     


    




APPENDIX
B-4



FORM OF COUPON


 


(Face of Coupon)


 


1[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]

[TOYOTA CREDIT CANADA INC.]

[TOYOTA FINANCE AUSTRALIA LIMITED

(ABN 48 002 435 181)]

[TOYOTA MOTOR CREDIT CORPORATION]


 


[Specified Currency
and Nominal Amount of Series]

NOTES DUE [Year of Maturity]


 


Series No.[         ]


 


Part A


 


[For Fixed
Rate Notes:


 


	This Coupon is payable to bearer, separately
    negotiable and subject to the Terms and Conditions of the said Notes to which it appertains.]	Coupon No. [         ]

    Coupon for [         ]

    due on [         ]

    [20[       ]]


 


Part B


 


[For Floating
Rate, Dual Currency and Index Linked Interest Notes:


 


	Coupon for the amount due in accordance
    with the Terms and Conditions of the Notes to which it appertains.  This Coupon is payable to bearer, separately negotiable
    and subject to such Terms and Conditions, under which it may become void before its due date.]	Coupon No. [         ]

    Coupon due in [         ]

    [20[       ]]


 


ANY UNITED STATES
PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


 









 













		1	Delete
                                            all but the relevant Issuer.



 






    Page 117


     


    

 


(Reverse of Coupon)


 


AGENT


 


The Bank of New
York Mellon

One Canada Square

Canary Wharf

London E14 5AL


 


and/or such other
or further Agent and other or further Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer
and notice of which has been given to the Noteholders.


 




    Page 118


     


    

APPENDIX
B-5



FORM OF TALON


 


(On the front)


 


ANY UNITED STATES
PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


 


1[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]

[TOYOTA CREDIT CANADA INC.]

[TOYOTA FINANCE AUSTRALIA LIMITED

(ABN 48 002 435 181)]

[TOYOTA MOTOR CREDIT CORPORATION]


 


[Specified Currency
and Nominal Amount of Series]

NOTES DUE [Year of Maturity]


 


Series No. [         ]


 


On
and after [ ] further Coupons [and a further Talon]2 appertaining to the Note to which this Talon appertains will be issued
at the specified office of any of the Paying Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified
offices as may from time to time be duly appointed and notified to the Noteholders) upon production and surrender of this Talon.


 


This
Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on the Notes to which this Talon appertains.


 





	 	[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	By:     

    	_________________

        Authorised Signatory
	 	By:  	_________________

        Authorised Signatory
	 
	 	 	 	 	 	 	 
	 	[TOYOTA CREDIT CANADA INC.]
 [TOYOTA FINANCE AUSTRALIA LIMITED]
 [TOYOTA MOTOR CREDIT CORPORATION]
	 	 
	 	By:  

    	_________________

        Authorised Signatory
	 	 	 	 


 





 









 









		1	Delete
                                            all but the relevant Issuer.






		2	Not
                                            required on last Coupon sheet.



 


 






    Page 119


     


    

 


(Reverse of Talon)


 


AGENT


 


The Bank of New
York Mellon

One Canada Square

Canary Wharf

London E14 5AL


 


and/or such other
or further Agent and other or further Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer
and notice of which has been given to the Noteholders.


 




    Page 120


     


    

Appendix C


 


FORM OF CALCULATION AGENCY AGREEMENT


 


Dated ____________,
20__


 


[TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.]

[TOYOTA CREDIT CANADA INC.]

[TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

[TOYOTA MOTOR CREDIT CORPORATION]


 


and


 




[INSERT NAME OF CALCULATION AGENT]


 


€60,000,000,000 


Euro Medium Term
Note Programme





established by





Toyota Motor
Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

Toyota Finance Australia Limited (ABN 48 002 435 181) and





Toyota Motor
Credit Corporation


 





CALCULATION AGENCY
AGREEMENT


 




    Page 121


     


    

[TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.]

[TOYOTA CREDIT CANADA INC.]

[TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]

[TOYOTA MOTOR CREDIT CORPORATION] 


 


€60,000,000,000


 





Euro Medium Term
Note Programme





established by





Toyota Motor
Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

Toyota Finance Australia Limited (ABN 48 002 435 181) and





Toyota Motor
Credit Corporation


 


CALCULATION AGENCY
AGREEMENT


 


THIS AGREEMENT
is made on __________, 20__


 


BETWEEN:


 


		(1)	[TOYOTA
                                            MOTOR FINANCE (NETHERLANDS) B.V. of World Trade Center Amsterdam, Tower H, Level 10,
                                            Zuidplein 90, 1077 XV Amsterdam, the Netherlands (the Issuer);]



 


[TOYOTA
CREDIT CANADA INC. of 80 Micro Court, Suite 200, Markham, Ontario L3R 9Z5, Canada (the Issuer);]


 


[TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) of Level 9, 207 Pacific Highway, St Leonards, NSW 2065, Australia (the Issuer);]


 


[TOYOTA
MOTOR CREDIT CORPORATION of 6565 Headquarters Drive, Mailstop W2–3D, Plano, Texas 75024–5965, United States (the Issuer);]
and


 


		(2)	[name of calculation
                                            agent] of [·] (the Calculation Agent,
                                            which expression shall include its successor or successors for the time being as calculation
                                            agent hereunder).



 


WHEREAS:


 


		A.	The Issuer has
                                            entered into the Amended and Restated Programme Agreement with certain dealers and others
                                            dated 17 September 2021 under which the Issuer may issue Euro Medium Term Notes (Notes)
                                            with an aggregate nominal amount of up to €60,000,000,000 (or its equivalent in other
                                            currencies) outstanding at any time which remain outstanding.



 


		B.	The Notes will
                                            be issued subject to, and with the benefit of, an Amended and Restated Agency Agreement dated
                                            17 September 2021 (the Agency Agreement, which expression shall be construed as a
                                            reference to that agreement as the same may be amended, supplemented and/or restated from
                                            time to time) between, inter alia, the Issuer and The Bank of New York Mellon, acting
                                            through its London branch (the Agent, which expression shall include its successor
                                            or successors for the time being under the Agency Agreement, and the Paying Agent,
                                            which expression shall include any additional or successor paying agent appointed under the
                                            Agency Agreement and Paying Agent shall mean any of the Agent or the Paying Agents
                                            so appointed).



 




    Page 122


     


    

NOW IT IS HEREBY
AGREED that:


 


		(1)	APPOINTMENT OF THE CALCULATION
AGENT



 


The Issuer
hereby appoints [name of calculation agent] as Calculation Agent in respect of the Notes listed in the Schedule hereto which are for
the time being outstanding (the Relevant Notes) for the purposes set out in Clause 2 below, all upon terms and conditions hereinafter
mentioned. The agreement of the parties that this Agreement is to apply to each Series of Relevant Notes shall be evidenced by the manuscript
annotation and signature in counterpart of the Schedule.


 


		(2)	DUTIES OF CALCULATION AGENT



 


The Calculation
Agent shall in relation to each series of Relevant Notes (each a Series) perform all the functions and duties imposed on the Calculation
Agent by the terms and conditions of the relevant Series (the Conditions). Without limiting the foregoing, the Calculation Agent
shall calculate, to the extent applicable, the Rate of Interest, Interest Amount, Interest Payment Date, principal and all other amounts,
rates and dates which are required to be determined or calculated under the Conditions for the Relevant Notes and shall communicate such
calculations to the Issuer and the Agent as soon as practicable after such calculations are determined, but in any event, within time
periods sufficient to enable the Agent to publish the results of such determinations in accordance with the terms of the Agency Agreement.
In addition, the Calculation Agent agrees that it will provide a copy of all calculations made by it which affect the nominal amount
outstanding of any Relevant Notes which are identified on the Schedule as being New Global Notes to the Agent to the contact details
set out in the signature page hereof.


 


		(3)	EXPENSES



 


Except
as provided in Clause 4 below, the Calculation Agent shall bear all expenses incurred by it in connection with its said services.


 


		(4)	INDEMNITY



 


		(a)	The Issuer
                                            shall indemnify and keep indemnified the Calculation Agent against any losses, liabilities,
                                            costs, claims, actions or demands (including, but not limited to, all reasonable costs, legal
                                            fees, charges and expenses paid or incurred by the Calculation Agent in disputing or defending
                                            any of the foregoing) which the Calculation Agent may incur or which may be made against
                                            it (excluding consequential losses and losses of profit) as a result of or in connection
                                            with its appointment or the exercise of its powers and duties under this Agreement except
                                            such as may result from its own wilful default, negligence or bad faith or that of its officers,
                                            directors or employees or any of them, or the breach by it of the terms of this Agreement.



 


		(b)	The Calculation
                                            Agent shall indemnify and keep indemnified the Issuer against any losses, liabilities, costs,
                                            claims, actions or demands (including, but not limited to, all reasonable costs, legal fees,
                                            charges and expenses paid or incurred by the Issuer in disputing or defending any of the
                                            foregoing) which the Issuer may incur or which may be made against it (excluding consequential
                                            losses and losses of profit) as a result of or in connection with the breach by the Calculation
                                            Agent of the terms of this Agreement or its



 




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wilful
default, negligence or bad faith or that of its officers, directors or employees or any of them.


 


		(5)	CONDITIONS OF APPOINTMENT



 


		(a)	In acting
                                            hereunder in connection with the Relevant Notes, the Calculation Agent shall act solely as
                                            agent of the Issuer and shall not thereby assume any obligations towards or relationship
                                            of agency or trust for or with any of the owners or holders of the Relevant Notes or coupons
                                            (if any) appertaining thereto (the Coupons).



 


		(b)	In relation
                                            to each Series, the Calculation Agent shall be obliged to perform such duties and only such
                                            duties as are herein and in the Conditions specifically set forth and no implied duties or
                                            obligations shall be read into this Agreement or the Conditions against the Calculation Agent
                                            other than the duty to act honestly and in good faith and to exercise the diligence of a
                                            reasonably prudent agent in comparable circumstances.



 


		(c)	The Calculation
                                            Agent may consult with legal and other professional advisers and the opinion of such advisers
                                            shall be full and complete protection in respect of any action taken, omitted or suffered
                                            hereunder in good faith and in accordance with the opinion of such advisers.



 


		(d)	The Calculation
                                            Agent shall be protected and shall incur no liability for or in respect of any action taken,
                                            omitted or suffered in reliance upon any instruction, request or order from the Issuer or
                                            the Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement,
                                            cable or other paper or document which it reasonably believes, after making reasonable investigation
                                            of the same, to be genuine and to have been delivered, signed or sent by the proper party
                                            or parties or upon written instructions from the Issuer.



 


		(e)	The Calculation
                                            Agent, and any of its officers, directors and employees, may become the owner of, or acquire
                                            any interest in, any Notes or Coupons (if any) with the same rights that it or he or she
                                            would have if the Calculation Agent were not appointed hereunder, and may engage or be interested
                                            in any financial or other transaction with the Issuer and may act on, or as depositary, trustee
                                            or agent for, any committee or body of holders of Notes or Coupons (if any) or other obligations
                                            of the Issuer as freely as if the Calculation Agent were not appointed hereunder.



 


		(6)	TERMINATION OF APPOINTMENT



 


		(a)	The Issuer
                                            may terminate the appointment of the Calculation Agent at any time by giving to the Calculation
                                            Agent and the Agent at least 90 days’ prior written notice to that effect, provided
                                            that, so long as any of the Relevant Notes is outstanding, (i) such notice shall not expire
                                            less than 45 days before any date upon which any payment is due in respect of any Relevant
                                            Notes and (ii) notice shall be given in accordance with Condition 16 to the holders of the
                                            Relevant Notes at least 30 days prior to any removal of the Calculation Agent.



 


		(b)	Notwithstanding
                                            the provisions of Subclause 6(a) above, if at any time (i) the Calculation Agent becomes
                                            incapable of action, or is adjudged bankrupt or



 




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insolvent,
or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of
an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or if an administrator,
liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing
its inability to pay or meet its debts as they may become due or suspends payment thereof or if any order of any court is entered approving
any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if any public officer takes
charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation
or (ii) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer
may forthwith without notice terminate the appointment of the Calculation Agent, in which event notice thereof shall be given to the
holders of the Relevant Notes in accordance with Condition 16 of the Relevant Notes as soon as practicable thereafter.


 


		(c)	The termination
                                            of the appointment pursuant to Subclause 6(a) or 6(b) above of the Calculation Agent hereunder
                                            shall not entitle the Calculation Agent to any amount by way of compensation but will be
                                            without prejudice to any amount then accrued and due.



 


		(d)	The Calculation
                                            Agent may resign its appointment hereunder at any time by giving to the Issuer and the Agent
                                            at least 90 days’ prior written notice to that effect. Following receipt of a notice
                                            of resignation from the Calculation Agent, the Issuer shall promptly give notice thereof
                                            to the holders of the Relevant Notes in accordance with Condition 16 of the Relevant Notes.



 


		(e)	Notwithstanding
                                            the provisions of Subclauses 6(a), 6(b) and 6(d) above, so long as any of the Relevant Notes
                                            is outstanding, the termination of the appointment of the Calculation Agent (whether by the
                                            Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon
                                            the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer
                                            agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of
                                            any notice under Clause 6(d), the Issuer has not appointed a replacement Calculation Agent,
                                            the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as Calculation
                                            Agent in its place an investment bank which the Issuer shall approve (such approval not to
                                            be unnecessarily withheld).



 


		(f)	Any successor
                                            Calculation Agent appointed hereunder shall execute and deliver to its predecessor and the
                                            Issuer an instrument accepting appointment hereunder, and thereupon such successor Calculation
                                            Agent, without further act, deed or conveyance, shall become vested with all the authority,
                                            rights, powers, trusts, immunities, duties and obligations of such predecessor with like
                                            effect as if originally named as the Calculation Agent hereunder.



 


		(g)	If the appointment
                                            of the Calculation Agent hereunder is terminated (whether by the Issuer or by the resignation
                                            of the Calculation Agent), the Calculation Agent shall on the date on which such termination
                                            takes effect deliver to the successor Calculation Agent all records concerning the Relevant
                                            Notes maintained by it (except such documents and records as it is obliged by law



 




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or regulation
to retain or not to release), but shall have no other duties or responsibilities hereunder.


 


		(h)	Any corporation
                                            into which the Calculation Agent for the time being may be merged or converted or any corporation
                                            with which the Calculation Agent may be consolidated or any corporation resulting from any
                                            merger, conversion or consolidation to which the Calculation Agent shall be a party shall,
                                            to the extent permitted by applicable law, be the successor Calculation Agent under this
                                            Agreement without the execution or filing of any paper or any further act on the part of
                                            any of the parties hereto. Written notice of any such merger, conversion or consolidation
                                            shall forthwith be given to the Issuer and the Agent by the Calculation Agent.



 


		(i)	Upon the
                                            termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable
                                            endeavours to appoint a further bank or investment bank as successor Calculation Agent.



 


		(7)	NOTICES



 


Any notice
or communication given hereunder shall be sufficiently given or served:


 


		(a)	if delivered
                                            in person to the relevant address specified below and, if so delivered, shall be deemed to
                                            have been delivered at time of receipt;



 


		(b)	if sent
                                            by facsimile to the relevant number specified below, shall be deemed to have been delivered
                                            upon transmission provided such transmission is confirmed when an acknowledgment of receipt
                                            is received; or



 


		(c)	if sent
                                            by email to the relevant email address specified on the signature pages hereof (or to such
                                            other address as is specified in writing and delivered to the relevant parties to this Agreement)
                                            and, if so sent, shall be deemed to have been delivered at the time of confirmation by telephone:



 


The
Issuer:


 


[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.

World Trade Center Amsterdam

Tower H, Level 10

Zuidplein 90

1077 XV Amsterdam

The Netherlands


 


[**]]


 


[TOYOTA
CREDIT CANADA INC.

80 Micro Court, Suite 200

Markham

Ontario L3R 9Z5

Canada


 


[**]]


 




    Page 126


     


    

[TOYOTA
FINANCE AUSTRALIA LIMITED

Level 9, 207 Pacific Highway

St Leonards

NSW 2065

Australia


 


[**]]


 


[TOYOTA
MOTOR CREDIT CORPORATION





6565 Headquarters
Drive, Mailstop W2–3D 


Plano





Texas 75024–5965 


United States


 


[**]]


 


The Calculation
Agent: _______________________


 


or to
such other address and/or facsimile number of which notice in writing has been given to the parties hereto in accordance with the provisions
of this Clause 7.


 


		(8)	DESCRIPTIVE HEADINGS



 


The descriptive
headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.


 


		(9)	CONTRACTS (RIGHTS OF THIRD PARTIES)
ACT 1999



 


A person
who is not a party to this Agreement has no right by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.


 


		(10)	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original,
but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment
or telecopy shall be an effective mode of delivery.


 


		(11)	GOVERNING LAW



 


		(1)	This Agreement
                                            and any non-contractual obligations arising out of or in connection with this Agreement shall
                                            be governed by, and construed in accordance with, the laws of England.



 


		(2)	The Issuer
                                            hereby irrevocably agrees for the exclusive benefit of the Calculation Agent that the courts
                                            of England are to have jurisdiction to settle any disputes which may arise out of or in connection
                                            with this Agreement (including a dispute relating to any non-contractual obligations arising
                                            out of or in connection with this Agreement) and that accordingly any suit, action or proceedings
                                            (together referred to as Proceedings) arising out of or in



 




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connection
with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this
Agreement) may be brought in such courts. The Issuer hereby irrevocably waives any objection which it may have to the laying of the venue
of any Proceedings in any such courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further
irrevocably agrees that a judgment in any Proceedings brought in the English courts shall be conclusive and binding upon the Issuer and
may be enforced in the courts of any other jurisdiction. Nothing contained herein shall limit any right to take Proceedings against the
Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking
of Proceedings in any other jurisdiction, whether concurrently or not. The Issuer hereby appoints Toyota Financial Services (UK) PLC
of Great Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ as its agent for service of process and agrees that, in the event of Toyota Financial
Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of
process in England in respect of any Proceedings.


 




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IN
WITNESS WHEREOF, this Agreement has been entered into as of the day and year first above written.


 


	[TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.
	 	 	 
	By: 	 	]
	 	 	 
	[TOYOTA CREDIT CANADA INC.
	 	 	 
	By: 	 	]
	 	 	 
	[TOYOTA FINANCE AUSTRALIA LIMITED
	 	 	 
	By: 	 	 
	 	 	 
	[TOYOTA MOTOR CREDIT CORPORATION
	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:]	 
	 	 	 
	[NAME OF CALCULATION AGENT]
	 
	By: 	 	 




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SCHEDULE OF RELEVANT
NOTES


 


	Series
    Number	 	Issue
    Date	 	Maturity
    Date	 	Title
    and Nominal Amount	 	New
    Global Note

    

    [Yes/No]	 	Annotation
    by Calculation Agent/the Issuer
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 




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Appendix D


 


FORM OF OPERATING and ADMINISTRATIVE


 


PROCEDURES MEMORANDUM


 


The
aggregate nominal amount of all euro medium term notes (Notes) issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit
Canada Inc., Toyota Finance Australia Limited and Toyota Motor Credit Corporation outstanding at any time will not exceed €60,000,000,000
or its equivalent in other currencies.


 


The
documentation of the Programme provides for the issue of Notes denominated in such currency (subject to any legal or regulatory restrictions)
as may be agreed between the Issuer (as defined below) and the relevant Purchaser(s) and with a minimum maturity of one month (subject
to certain restrictions as to minimum and/or maximum maturities as set out in the Prospectus (as defined below) describing the Programme)
and being any of:


 


		●	Fixed
                                            Rates Notes



 


		●	Floating
                                            Rate Notes



 


		●	Zero
                                            Coupon Notes



 


		●	other
                                            forms of Notes agreed between the relevant Purchaser(s) and the relevant Issuer.



 


All
terms with initial capitals used herein without definition shall have the meanings given to them in the Prospectus dated 17 September
2021 as supplemented or replaced from time to time (the Prospectus) or, as the case may be, in the Programme Agreement dated 17
September 2021 between Toyota Motor Finance (Netherlands) B.V. (TMF), Toyota Credit Canada Inc. (TCCI), Toyota Finance
Australia Limited (TFA) and Toyota Motor Credit Corporation (TMCC and together with TMF, TCCI and TFA, the Issuers)
and the Dealers named therein as amended, supplemented, novated or restated from time to time (the Programme Agreement) pursuant
to which the Issuers may issue Notes. References herein to Issuer are to TMF, TCCI, TFA or TMCC, as the case may be, in its capacity
as Issuer of Notes.


 


As
used herein, in relation to any Notes which are to have a “listing” or be “listed” (a) on the London Stock Exchange,
listing or listed shall be construed to mean that such Notes have been admitted to the official list of the Financial Conduct
Authority in accordance with the listing rules of the Financial Conduct Authority and admitted to trading on the London Stock Exchange’s
main market and (b) on Euronext Dublin, listing or listed shall be construed to mean that such Notes have been admitted
to Euronext Dublin’s official list in accordance with the listing rules of Euronext Dublin and admitted to trading on Euronext
Dublin and (c) on any other Stock Exchange in a jurisdiction within the European Economic Area, listing and listed shall
be construed to mean that the Notes have been admitted to trading on a market within that jurisdiction which is a regulated market for
the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU).


 


This
Operating and Administrative Procedures Memorandum applies to Notes issued on and after 17 September 2021. The procedures set out in
Annex 1 may be varied by agreement between the Issuer, the Agent and the relevant Purchaser, including to take account of any standardised
procedures published by Euroclear and/or Clearstream, Luxembourg


 




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(together, the
ICSDs) and/or the International Capital Market Services Association (ICMSA) and/or the International Capital Market Association
(ICMA). The timings set out in these procedures represent optimum timings to ensure a smooth settlement process. Each of the ICSDs has
its own published deadlines for taking certain of the actions described herein (which may be later than the timings described herein).
The Issuer, the Agent, the relevant Purchaser, and the common depositary, or common service provider and common safekeeper, as the case
may be, may agree to vary the timings described herein subject to compliance with such deadlines.


 




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OPERATING PROCEDURES


 


Purchasers must
confirm all trades directly with the Issuer and the Agent.


 


		1.	RESPONSIBILITIES OF THE AGENT



 


The Agent
will, in addition to the responsibilities in relation to settlement described in Annex A, be responsible for the following:


 


		(1)	in the case
                                            of Notes which are to be listed on a stock exchange (the relevant Stock Exchange),
                                            distributing to the relevant Stock Exchange and any other relevant authority such number
                                            of copies of the Final Terms as they may reasonably require; and



 


		(2)	where applicable,
                                            providing the Ministry of Finance of Japan with all required notifications and reports (including
                                            any monthly reports as to amounts, issue dates and other terms of each Tranche of Yen-denominated
                                            Notes).



 


		2.	RESPONSIBILITIES
                                            OF THE LISTING AGENT/ARRANGER/LEAD MANAGER/DEALER



 


		(1)	The Lead
                                            Manager/Dealer/other Purchaser shall be responsible for preparing the applicable Final Terms
                                            (substantially in the form of either Part A or Part B of Annex B hereto) to the Prospectus
                                            giving details of the Notes to be issued.



 


		(2)	In the case
                                            of Notes to be listed on a relevant Stock Exchange, the Listing Agent/Arranger or Lead Manager
                                            will be responsible for ensuring compliance with the Prospectus Regulation (if applicable),
                                            the UK Prospectus Regulation (if applicable) and the listing rules of the relevant Stock
                                            Exchange and obtaining all necessary approvals for listing the Notes on the relevant Stock
                                            Exchange. The Issuer recognises with respect to this Clause 2(2) its continuing obligation
                                            so long as any Notes under the Programme are outstanding to apprise the applicable Dealers
                                            of any material adverse change in its (consolidated, if applicable) financial position or
                                            its business operations.



 


		3.	RESPONSIBILITIES OF THE ISSUER



 


The Issuer
shall execute and deliver the Final Terms to the Agent and the Lead Manager/Dealer/other Purchaser.


 


		4.	SETTLEMENT



 


The settlement
procedures set out in Annex A shall apply to each issue of Bearer Notes, unless otherwise agreed between the Issuer and the relevant
Dealer or Dealers.


 


Settlement
procedures for an issue of Registered Notes issued by TCCI are set out in the TCCI Note Agency Agreement. Settlement procedures for an
issue of Registered Notes issued by TMCC are set out in the TMCC Note Agency Agreement.


 


Trading
Desk Information list is set out in Annex E.


 









    Page 133


     


    

 


ANNEX
A TO APPENDIX D



SETTLEMENT PROCEDURES


 


The procedures
set out below have been discussed and agreed by the ICSDs, representatives of ICMA and representatives of ICMSA. It is recommended that
these procedures are adopted without material amendment to facilitate standardisation in the market and a smooth closing procedure.
****


 


Times set
out below are London times and represent the latest time for taking the action concerned. It is recommended that where possible the action
concerned is taken in advance of these times.


 


	Day	Latest time	Action
	No later than Issue Date minus 3	2:00 p.m.	The Issuer or its designated agent may agree to terms with one or more
    of the Purchasers for the issue and purchase of Notes1.  The
    relevant Purchaser instructs the Agent to obtain a common code and ISIN (and any other relevant financial instrument codes such as
    CFI code and FISN) or, if relevant, a temporary common code and ISIN (and any other relevant financial instrument codes such as CFI
    code and FISN) for the Notes from one of the ICSDs.
	Issue Date minus 2	5:00 p.m.	If a Purchaser has reached agreement with the Issuer by telephone,
    the Purchaser confirms the terms of the agreement to the Issuer (substantially in the form of Annex C) attaching a copy of the applicable
    Final Terms (substantially in the form set out in Annex B) by electronic communication.  The Purchaser sends a copy of
    that electronic communication to the Agent for information.
	 	 	The Issuer confirms its agreement to the terms on which the issue of
    Notes is to be made (including the form of the Final Terms) by signing and returning a copy of the Final Terms to the relevant Purchaser
    and the Agent.  The details set out in the signed Final Terms shall be conclusive evidence of the agreement (save in the
    case of manifest error) and shall be binding on the parties accordingly.  The Issuer also confirms its instructions to
    the Agent (substantially in the form set out in Annex D) (including, in the case of Floating Rate Notes, for the purposes of rate
    fixing) to carry out the duties to be carried out by the Agent under these Settlement Procedures and the Agency Agreement including
    preparing and authenticating a



 









 









	 	****	In the case of a syndicated Note issue, certain of
    the Settlement Procedures set forth below will be revised as appropriate.


	 	1	Relevant Purchaser(s) to consider whether it/they
    have reviewed the necessary product classification from the Issuer prior to the launch of the offer, pursuant to Section 309B of
    the Securities and Futures Act (Chapter 289) of Singapore.





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	Day	Latest time	Action
	  	 	Temporary Global Note for the Tranche of Notes which is
    to be purchased and, in the case of the first Tranche of a Series, where the applicable Final Terms do not specify that the Temporary
    Global Note is to be exchangeable only for Notes in definitive form, a Permanent Global Note for the Series.
	 	 	In the case of Floating Rate Notes, the Agent notifies the ICSDs, the
    Issuer, (if applicable) the relevant Stock Exchange and any other relevant authority and the relevant Purchaser of the Rate of Interest
    for the first Interest Period (if already determined).  Where the Rate of Interest has not yet been determined, this will
    be notified in accordance with this paragraph as soon as it has been determined.
	 	 	If the Issuer has agreed with two or more Purchasers to issue Notes
    on a syndicated basis, it is to enter into an agreement with such Purchasers in the form or substantially the form set out in Appendix
    5 to the Programme Agreement.
	No later than Issue Date minus 1	2:00 p.m.	In the case of Notes which are to be listed on a Stock Exchange or
    publicly offered in a European Economic Area Member State and/or the United Kingdom, the Agent also notifies the Stock Exchange and/or
    any other relevant authority, as the case may be, by electronic communication or by hand of the details of the Notes to be issued
    by sending the applicable Final Terms to the Stock Exchange and/or any other relevant authority, as the case may be.
	Issue Date minus 1	10:00 a.m. (for prior day currencies2)	The relevant Purchaser and the Agent give settlement instructions to
    the relevant ICSD(s) to effect the payment of the purchase price, against delivery of the Notes, to the Agent’s account with
    the relevant ICSD(s) on the Issue Date.  
	 	12.00 noon (for other currencies)	The parties (which for this purpose shall include the Agent) may agree
    to arrange for “free delivery” to be made through the relevant ICSD(s) if specified in the applicable Final Terms, in
    which case these Settlement Procedures will be amended accordingly.
	Issue Date minus 1	ICSD deadlines for the relevant currency	For prior day currencies, the Agent instructs the relevant ICSD(s)
    to debit its account and pay for value on the Issue Date the aggregate purchase moneys received by it to the account of the Issuer
    previously notified to the Agent for the purpose.



 









 












	 	2	The most common prior day currencies are Australian
    dollars (AUD), Hong Kong dollars (HKD), Japanese yen (JPY) and New Zealand dollars (NZD) but other currencies in similar time zones
    may also be prior day currencies. The parties should establish whether or not a particular currency is a prior day currency as soon
    as possible.







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	Day	Latest time	Action
	Issue Date minus 1	3.00 p.m.	The Agent prepares and authenticates a Temporary Global
    Note for each Tranche of Notes which is to be purchased and, where required as specified above, a Permanent Global Note in respect
    of the relevant Series, in each case attaching the applicable Final Terms.
	 	 	Each Global Note which is a CGN is then delivered by the Agent to the
    Common Depositary.  Each Global Note which is a New Global Note is then delivered by the Agent to the common safekeeper,
    together (if applicable) with an effectuation instruction.  In the event that the common service provider and the common
    safekeeper are not the same entity, the Agent should also deliver the applicable Final Terms to the common service provider.
	 	 	For securities in New Global Note form, the Agent then instructs the
    mark up of the issue outstanding amount of the Global Note to the ICSDs through the common service provider.
	Issue Date minus 1	5.00 p.m.	The conditions of issue in the Programme Agreement are satisfied and/or
    waived.
	 	 	In the case of each Global Note which is a New Global Note, the common
    safekeeper confirms deposit and effectuation (if applicable)3
    of the Global Note to the Agent, the common service provider and the ICSDs.
	Issue Date minus 1	6.00 p.m.	In the case of each Global Note which is a CGN, the Common Depositary
    confirms deposit of the Global Note to the Agent and the ICSDs.
	 	 	In the case of each Global Note which is a New Global Note, the common
    service provider relays the Agent’s instruction to mark up the issue outstanding amount of the Global Note to the ICSDs.
	Issue Date	According to ICSD settlement procedures	The ICSDs debit and credit accounts in accordance with instructions
    received from the Agent and the relevant Purchaser.
	Issue Date	ICSD deadlines for the relevant currency	For non-prior day currencies, the Agent instructs the relevant ICSD(s)
    to debit its account and pay for value on the Issue Date the aggregate purchase moneys received by it to the account of the Issuer
    previously notified to the Agent for the purpose.



 









 









	 	3	This assumes that an effectuation authorisation has
    been delivered by the Issuer to the common safekeeper (i.e. Euroclear or Clearstream, Luxembourg) at the update of the programme.
    If this is not the case, such an authorisation should be delivered at least 2 business days prior to the closing of the first issue
    of Eurosystem-eligible New Global Notes under the Programme.
















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	Day	Latest time	Action
	Issue Date	5.00 p.m.	The Agent forwards a copy of the signed Final Terms to
    each ICSD.
	On or subsequent to the Issue Date	 	The Agent notifies the Issuer immediately in the event that a Purchaser
    does not pay the purchase price due from it in respect of a Note.
	 	 	The Agent notifies the Issuer of the issue of Notes giving details
    of the Global Note(s) and the nominal amount represented thereby.
	 	 	The Agent confirms the issue of Notes to the relevant Stock Exchange
    and any other relevant authority.


 


Explanatory
Notes to Settlement Procedures


 


		(a)	Each Day
                                            is a day on which banks and foreign exchange markets are open for general business in
                                            London (including dealings in foreign exchange and foreign currency deposits), counted in
                                            reverse order from the proposed Issue Date.



 


		(b)	The Issue
                                            Date must be a Business Day. For the purposes of this Memorandum, Business Day
                                            means a day which is:



 


		(1)	a day on
                                            which commercial banks and foreign exchange markets settle payments and are open for general
                                            business (including dealing in foreign exchange and foreign currency deposits) in London
                                            and any other place specified in the applicable Final Terms as an Additional Business Centre;



 


		(2)	(i) in relation
                                            to Notes denominated in a Specified Currency other than euro and Renminbi, a day on which
                                            commercial banks and foreign exchange markets settle payments and are open for general business
                                            (including dealings in foreign exchange and foreign currency deposits) in the principal financial
                                            centre of the country of the relevant Specified Currency; or (ii) in relation to Notes denominated
                                            in euro, a day on which the TARGET2 system is open; or (iii) in relation to any sum payable
                                            in Renminbi, a day on which commercial banks and foreign exchange markets are open for business
                                            and settlement of Renminbi payments in Hong Kong. Unless provided otherwise in the applicable
                                            Final Terms, the principal financial centre of any country shall be as provided in the 2006
                                            ISDA Definitions (except in the case of Australia and New Zealand, where the principal financial
                                            centre will be Sydney or Auckland, respectively); and



 


		(3)	a day on
                                            which the ICSDs and any other relevant clearing system is open for general business.



 


		(c)	Times given
                                            can be modified upon the mutual agreement of the Purchaser, the Agent and the Issuer.



 


		(d)	If at any time
                                            the Agent is notified by the Issuer or the relevant Stock Exchange that the listing of a
                                            Series of Notes has been refused or otherwise will not take place, the Agent shall immediately
                                            notify the Issuer, the Dealer and all the relevant Purchaser(s) (if not the Dealer).



 




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		(e)	If any final
                                            terms or information to be included in the applicable Final Terms constitute “significant
                                            new factors” and consequently trigger the need for a supplement to the Prospectus under
                                            Article 23 of the Prospectus Regulation and Article 23 of the UK Prospectus Regulation the
                                            timings outlined above will change as the Final Terms will need to be approved by the relevant
                                            authority as a supplement, which can take up to seven working days.



 


		(f)	Where a clearing
                                            system other than Euroclear or Clearstream, Luxembourg is used for an issue, references to
                                            the ICSDs shall be interpreted accordingly.



 




    Page 138


     


    

ANNEX
B TO APPENDIX D


 


FORM
OF FINAL TERMS AND ISSUE TERMS


 


Part A


 


FORM
OF FINAL TERMS IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION OF AT LEAST €100,000 (or equivalent in any other currency)
TO BE ADMITTED TO TRADING ON AN EEA OR UK REGULATED MARKET (AND NOTES TO BE ADMITTED TO TRADING ONLY ON A REGULATED MARKET, OR A SPECIFIC
SEGMENT OF A REGULATED MARKET, TO WHICH ONLY QUALIFIED INVESTORS HAVE ACCESS)


 


[PROHIBITION
OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). [For
these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the “Prospectus
Regulation”).] [Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.]]


 


[PROHIBITION
OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). [For these purposes,
a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”);
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue
of the EUWA [(the “UK Prospectus Regulation”)].] [Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering
or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]]


 


[MiFID
II product governance / Retail investors [(limited to those resident in [insert relevant jurisdiction(s)] only)], professional
investors and ECPs target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties[,]/[and] professional clients [outside the European Economic Area (“EEA”),] [and]/[as well as]
retail clients [(limited to those resident in [insert relevant jurisdiction(s)] only),] each as defined in [MiFID II]/[Directive
2014/65/EU (as amended, “MiFID II”)]; and (ii) all channels for distribution of the Notes to eligible counterparties
and professional clients [outside the EEA,] [and retail clients (limited to those resident in [insert relevant jurisdiction(s)]
only)] are appropriate[, subject to compliance with applicable [insert relevant jurisdiction(s)] securities laws and regulations.]
[; and (iii) the following channels for distribution of the Notes to retail clients are appropriate - investment advice, portfolio management,
non-advised sales and pure execution


 




    Page 139


     


    

services - subject
to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.] Any person subsequently offering,
selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer[’s/s’]
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining
appropriate distribution channels [outside the EEA with all sales], subject to the distributor’s suitability and appropriateness
obligations under [MiFID II, as applicable.]/[[insert relevant jurisdiction(s)] securities laws and regulations.]]


 


[UK
MiFIR product governance / Retail investors [(limited to those resident in [insert relevant jurisdiction(s)] only)], professional
investors and ECPs target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”)[,]/[and] professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]
(“UK MiFIR”) [outside the United Kingdom (“UK”),] [and]/[as well as] retail clients [(limited to
those resident in [insert relevant jurisdiction(s)]/[as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]] only); and (ii) all channels for distribution
of the Notes to eligible counterparties, professional clients [outside the UK,] [and retail clients (limited to those resident in [insert
relevant jurisdiction(s)] only)] are appropriate[, subject to compliance with applicable [insert relevant jurisdiction(s)]
securities laws and regulations.] [; and (iii) the following channels for distribution of the Notes to retail clients are appropriate
- investment advice, portfolio management, non-advised sales and pure execution services - subject to the distributor’s suitability
and appropriateness obligations under COBS, as applicable.] Any person subsequently offering, selling or recommending the Notes (a “UK
distributor”) should take into consideration the manufacturer[’s/s’] target market assessment; however, a UK distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and
determining appropriate distribution channels [outside the UK with all sales], subject to the UK distributor’s suitability and
appropriateness obligations under [COBS, as applicable.]/[[insert relevant jurisdiction(s)] securities laws and regulations.]]


 


[MiFID
II product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer’s
product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients only, each as defined in [MiFID II]/[Directive 2014/65/EU (as amended,
“MiFID II”)]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take
into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’]
target market assessment) and determining appropriate distribution channels.]


 


[UK
MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer’s
product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]
(“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a “UK distributor”) should take
into consideration the manufacturer[’s/s’] target market assessment;


 



    Page 140


     


    




 however, a UK distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting
or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.]


 


[Notification
under Section 309B of the Securities and Futures Act (Chapter 289) of Singapore – In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”) and the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are [prescribed capital
markets products]/[capital markets products other than prescribed capital markets products] (as defined in the CMP Regulations 2018)
and [are] [Excluded]/[Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]1
2


 


Final Terms


 


Dated [ ]


 


[TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.]


 


[TOYOTA CREDIT
CANADA INC.]


 


[TOYOTA FINANCE
AUSTRALIA LIMITED (ABN 48 002 435 181)]


 


[TOYOTA MOTOR
CREDIT CORPORATION]


 


[Legal Entity
Identifier (“LEI”): [     ]]


 


Issue of [Aggregate
Nominal Amount of Tranche] [Title of Notes]

under the €60,000,000,000

Euro Medium Term Note Programme

established by

Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

Toyota Finance Australia Limited and Toyota Motor Credit Corporation


 


PART A –
CONTRACTUAL TERMS


 


Terms
used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Prospectus
dated 17 September 2021 [and the supplement[s] to it dated [date] [and [date]]], including all documents incorporated by
reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes
of the Prospectus Regulation (as defined [above/below]) and the UK Prospectus Regulation (as defined [above/below]). This document constitutes
the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and the UK Prospectus Regulation and must
be read in conjunction with the Prospectus in order to obtain all the relevant information. The Prospectus has been published on the
website of the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and the website of Euronext Dublin at https://live.euronext.com/en/markets/dublin.


 






 







		1	Insert
                                            “prescribed capital market products” and “Excluded Investment Products”
                                            or, if not, amend Singapore product classification.






		2	Relevant
                                            Dealer(s) to consider whether it/they have received the necessary Singapore product classification
                                            from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA.



 









    Page 141


     


    




[The
following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus with an
earlier date.


 


Terms
used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”)
set forth in and extracted from the Prospectus dated [18 September 2020/13 September 2019/14 September 2018] and which
are incorporated by reference in the Prospectus dated 17 September 2021. This document constitutes the Final Terms of the Notes described
herein for the purposes of the Prospectus Regulation (as defined [above/below]) and the UK Prospectus Regulation
(as defined [above/below]) and must be read in conjunction with the Prospectus dated 17 September 2021,
including the Conditions which are incorporated by reference in it [and the supplement[s] to it dated [date] [and [date]]],
including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes
a base prospectus for the purposes of the Prospectus Regulation and the UK Prospectus Regulation in order
to obtain all the relevant information. The Prospectus has been published on the website of the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and the website of Euronext Dublin at https://live.euronext.com/en/markets/dublin.]


 


[The
expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended) [and the expression “UK Prospectus
Regulation” means Regulation (EU) 2017/1129 as it forms part of [United Kingdom/UK] domestic law by virtue of the [European
Union (Withdrawal) Act 2018/EUWA]].]


 


[Include
whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below,
even if “Not Applicable” is indicated for individual paragraphs (in which case the sub-paragraphs of the paragraphs which
are not applicable can be deleted). Italics denote guidance for completing the Final Terms.]


 


	1.	(i)	Issuer:	[         ]
	 	(ii)	Credit Support Providers:	Toyota Motor
    Corporation

    

    LEI - 5493006W3QUS5LMH6R84 

    Toyota Financial
    Services Corporation

    

    LEI - 353800WDOBRSAV97BA75 

	2.	[(i)]	Series Number:	[         ]
	 	[(ii)]	Tranche Number:	[         ]
	 	[(iii)]	Date on which the Notes will be consolidated and form a single Series:	[Not Applicable]/[The Notes shall be consolidated and form a single
    Series and be interchangeable for trading purposes with the [insert description of the Series] on [insert date/the
    Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 25 below
    [which is expected to occur on or about [insert date]]].]


	3.	Specified Currency:	[         ]
	4.	Aggregate Nominal Amount:	[         ]


	 	[(i)]	Series:	[         ]
	 	[(ii)]	Tranche:	[         ]


	5.	Issue Price:	[         ]
    per cent. of the Aggregate Nominal Amount [plus [         ] days’ accrued interest
    in respect of the period from, and including,




    Page 142


     


    

	 	 	[insert date] to, but excluding, [insert date]
    (if applicable)]


	6.	(i)	Specified Denominations:	[
        ] 

    [[€100,000]
    and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form
    will be issued with a denomination above [€199,000].]

    

	 	(ii)	Calculation Amount:	[
            ]

    

    (If
    there is only one Specified Denomination, insert the Specified Denomination.

    

    If
    there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. There must
    be a common factor in the case of two or more Specified Denominations)

    

	7.	(i)	Trade Date:	[         ]
	 	(ii)	Issue Date:	[         ]
	 	(iii)	Interest Commencement Date:	[
        ]/[Issue Date]/[Not Applicable] 

    (N.B. An
    Interest Commencement Date will not be relevant for certain Notes, for example, Zero Coupon Notes)

    



	8.	Maturity Date:	[
            ]

    

    [Fixed rate
    - Specify date / Floating rate - Interest Payment Date falling in or nearest to [specify month and year]]

    

    (N.B.
The Maturity Date may need to be not less than one year after the Issue Date and, in the case of Notes issued by TMF, should not be more
than 50 years after the Issue Date) 

	9.	Interest Basis:	[[       ] per cent.
    Fixed Rate]

    

    [Fixed Rate Step-up/Step-down] 

    [[       ] month [LIBOR/EURIBOR/CAD-BA-CDOR/SONIA]
    +/– [         ] per cent. Floating
    Rate]

    

    [Zero Coupon] 

    (See paragraph
    16/17/18 below)

    

	10.	Redemption Basis:	Redemption at par
	11.	Change of Interest Basis:	[Not Applicable]/[For
    the period from (and including) the Interest Commencement Date, up to (but excluding) [specify date] paragraph [16/17] applies
    and for the period from (and including) [specify date], up to (but excluding) the Maturity Date, paragraph [16/17] applies]
	12.	Put/Call Options:	[Investor Put
    Option]

    

    [Issuer Call Option] 

    [Issuer Maturity
    Par Call Option]

    

    [Issuer Make-Whole
Call Option] 





    Page 143


     


    

	 	 	[Not Applicable]

    

    [(See paragraph(s)
19/20/21/22 below)] 



	13.	(i)	Status of the Notes:	Senior
	 	(ii)	Nature of the Credit Support:	See “Relationship of TFS and the Issuers with
    the Parent” in the Prospectus dated 17 September 2021


	14.	Date [Board]/[Executive Committee of the Board] approval
    for issuance of Notes obtained:	[         ]
	15.	Negative Pledge covenant set out in Condition 3:	Not Applicable


	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 
	 


	16.	Fixed Rate Note Provisions 	[Applicable]/[Not
    Applicable]

    

    (If
    not applicable, delete the remaining sub-paragraphs of this paragraph)

    



	 	(i)	Fixed Rate(s) of Interest:	[         ]
    per cent. per annum payable [[         ] in arrear] on each Interest Payment Date [from,
    and including, [         ] to, but excluding, [         ]]
    [. The first Fixed Interest Period shall be the period commencing on, and including, the Interest Commencement Date and ending on,
    but excluding, [         ] (short first coupon)]
	 	(ii)	Interest Payment Date(s):	[         ]
    [and [         ]] in each year from, and including, [         ]
    up to, and including, [the Maturity Date]/[         ] [adjusted in accordance with the
    [Following Business Day Convention]/ [Modified Following Business Day Convention]]/ [         ]
    [with the Additional Business Centres for the definition of “Business Day” being [         ]]
    [[adjusted]/[with no adjustment] for period end dates]/[. For the avoidance of doubt, the Fixed Coupon Amount [and the Broken Amount]
    shall remain unadjusted]
	 	(iii)	Fixed Coupon Amount(s):	[         ]
    per Calculation Amount (applicable to the Notes in definitive form) and [         ]
    per Aggregate Nominal Amount of the Notes (applicable to the Notes in global form), payable [[         ]
    in arrear] on [         ]/[each Interest Payment Date][, except for the amount of interest
    payable on the [first]/[last] Interest Payment Date falling on [         ]][. [This]/[These]
    Fixed Coupon Amount[s] appl[ies]/[y] if the Notes are represented by a global Note or are in definitive form]
	 	(iv)	Broken Amount(s):	[[         ]
    per Calculation Amount (applicable to the Notes in definitive form) and [         ]
    per Aggregate Nominal Amount of the Notes (applicable to the Notes in global form), payable on the [first]/[last] Interest Payment
    Date falling on [         ]] [. This Broken Amount applies if 




    Page 144


     


    

	 	 	 	the Notes are represented by a global Note
    or are in definitive form]/[Not Applicable]
	 	(v)	[Fixed] Day Count Fraction:	[Actual/Actual (ICMA)]/[Actual/Actual (ISDA)]/ [30/360]/[Actual/360]/[Actual/Actual
    Canadian Compound Method]/[Actual/365 (Fixed)]
	 	(vi)	Determination Date(s):	[[
            ] in each year]/[Not Applicable]

    

    (Insert
regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. N.B. Only relevant
where the Fixed Day Count Fraction is Actual/Actual (ICMA)) 



	17.	Floating Rate Note Provisions	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this
paragraph)  



	 	(i)	[Specified]/[Interest] Period(s)/[Specified]
    Interest Payment Dates:	[         ]
    / [         ] in each year [subject to adjustment in accordance with the Business Day
    Convention set out in (iii) below]
	 	(ii)	First Interest Payment Date:	[         ]
	 	(iii)	Business Day Convention:	[Floating Rate Convention]/[Following Business
    Day Convention]/[Modified Following Business Day Convention]/[Preceding
    Business Day Convention]
	 	(iv)	Additional Business Centre(s):	[         ]
	 	(v)	Manner in which the Rate of Interest and Interest Amount is/are to be
    determined:	[Screen Rate Determination]/[ISDA
    Determination]
	 	(vi)	Party responsible for calculating the Rate of Interest and Interest Amount
    (if not the Agent) (the “Calculation Agent”):	[         ]
	 	(vii)	Screen Rate Determination:	[Applicable]/[Not Applicable]
	 	 	- Reference Rate:	[         ]
    month [LIBOR/EURIBOR/CAD-BA-CDOR/SONIA]
	 	 	- Calculation Method:	[Compounded Daily Rate]/[Compounded Index Rate]/[Not Applicable]
	 	 	- D:	[365]/[         ]
	 	 	- Observation Method:	[Lag]/[Shift]/[Not Applicable]
	 	 	- SONIA Compounded Index:	[         ]/[Not Applicable]
	 	 	- Relevant Financial Centre:	[London/Brussels/Toronto/specify other Relevant
    Financial Centre]




    Page 145


     


    

	 	 	- Interest Determination Date(s):	[
         ] 

    (Second
    London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest
    Period if Sterling LIBOR or CAD-BA-CDOR, the second day on which TARGET2 System is open prior to the start of each Interest Period
    if EURIBOR or euro LIBOR and the [ ] London Banking Day prior to the relevant Interest Payment Date for each Interest Period if SONIA)

    
	 	 	- Relevant Number:	[         ]/[Not
    Applicable]
	 	 	- Relevant Screen Page:	[
        ]/[Not Applicable] 

    (Insert
    page on which the Reference Rate is for the time being displayed on Reuters Monitor Money Rates Service or Dow Jones Markets Limited
    for LIBOR/EURIBOR/CAD-BA-CDOR/SONIA)

    
	 	 	 	(In the case of EURIBOR, if not Reuters EURIBOR01
    ensure it is a page which shows a composite rate)
	 	 	- Specified Time:	[11:00
    a.m. [London/Brussels] time]

    [In the case of LIBOR/EURIBOR]/

    

    [10:00
    a.m. Toronto time] [In the case of CAD-BA-CDOR]/[[ ] in the case of SONIA]/[Not
    Applicable]

    

	 	 	- Reference Banks:	[         ]/[Not Applicable]
	 	 	- Observation Look-Back Period:	[         ] London Banking
    Days (for SONIA)/[Not Applicable]
	 	(viii)	ISDA Determination:	[Applicable]/[Not Applicable]
	 	 	- Floating Rate Option:	[         ]
	 	 	- Designated Maturity:	[         ]
	 	 	- Reset Date:	[
        ] 

    (The
    first day of the Interest Period)

    
	 	(ix)	Linear Interpolation:	[Not
    Applicable/Applicable – the Rate of Interest for the [long/short] [first/last] Interest Period or Specified Period shall be
    calculated using Linear Interpolation

    

    (Specify
    for each short or long Interest Period)]

    
	 	(x)	Margin(s):	[+/-][        ]
    per cent. per annum
	 	(xi)	Minimum Rate of Interest:	[         ]
    per cent. per annum
	 	(xii)	Maximum Rate of Interest:	[[         ]
    per cent. per annum]/[Not Applicable]
	 	(xiii)	Day Count Fraction:	[Actual/Actual (ISDA)] [Actual/Actual]

    [Actual/365 (Fixed)]

    [Actual/360]

    [30/360] [360/360] [Bond Basis]

    [30E/360] [Eurobond Basis]

    [30E/360 (ISDA)]

    [Actual/365 (Sterling)]




    Page 146


     


    

	18.	Zero Coupon Note Provisions 	[Applicable]/[Not
    Applicable]

    

    (If
    not applicable, delete the remaining sub-paragraphs of this paragraph)

    


	 	(i)	Accrual Yield:	[         ]
    per cent. per annum
	 	(ii)	Reference Price:	[         ]


	PROVISIONS RELATING TO REDEMPTION


	19.	Issuer Call Option	[Applicable]/[Not
    Applicable]

    

    (If not
applicable, delete the remaining sub-paragraphs of this paragraph) 



	 	(i)	Optional Redemption Date(s):	[         ]
	 	(ii)	Optional Redemption Amount(s) of each Note:	[         ]
    per Calculation Amount
	 	(iii)	If redeemable in part:	[Applicable]/[Not Applicable]
	 	 	(a)

    

    Minimum
    Redemption Amount:

    	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	 	(b)

    

    Maximum
    Redemption Amount:

    	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	(iv)	Notice periods (if other than set out in the Conditions):	[Minimum period:
    [         ] days]/[Not Applicable]

    

    [Maximum period:
[         ] days]/[Not Applicable] 



	20.	Issuer Maturity Par Call Option	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this
paragraph)  

	 	[Notice
    periods (if other than set out in the Conditions):]

    	[Minimum period:
    [         ] days]/[Not Applicable]

    

    [Maximum period:
[         ] days]/[Not Applicable] 

	21.	Issuer Make-Whole Call Option	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this
paragraph)  

	 	(i)

    

    Optional Redemption Date(s):

    	[         ]/[at
    any time that is more than 90 days prior to the Maturity Date]
	 	(ii)

    

    Optional Redemption Amount
    of each Note:

    	[[         ]
    per Calculation Amount]/[Special Redemption Amount]
	 	(iii)


    Specified Time for Special
    Redemption Amount:

    	[         ]/[Not
    Applicable]
	 	(iv)

    

    Redemption Margin:

    	[[         ]
    per cent.]/[Not Applicable]
	 	(v)

    

    If redeemable in part:

    	[Applicable]/[Not Applicable]
	 	(a)

    

    Minimum Redemption Amount:

    
	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	(b)

    

    Maximum Redemption Amount:

    	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	(vi)


    Calculation Agent (if
    not the Agent) (the “Calculation Agent”):

    	[Not Applicable]/[         ]
	 	(vii)


    Notice
    periods (if other than set out in the Conditions):

    	[Minimum period:
    [ ] days]/[Not Applicable]

    





    Page 147


     


    

	 	 	[Maximum period: [         ]
    days]/[Not Applicable]
	22.	Investor Put Option	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this
paragraph)  



	 	(i)	Optional Redemption Date(s):	[         ]
	 	(ii)	Optional Redemption Amount(s) of each Note:	[         ]
    per Calculation Amount


	23.	Final Redemption Amount	[         ]
    per Calculation Amount
	24.	Early Redemption Amount	 
	 	Early Redemption Amount payable on redemption for taxation reasons or
    on event of default or other earlier redemption:	[         ]
    per Calculation Amount


	GENERAL PROVISIONS APPLICABLE TO THE NOTES


	25.	Form of Notes:	 


	 	 	 	[         
] 

    (Insert
    description that is consistent with one of the options in the “Form of the Notes” section of the Prospectus)

    



	26.	[New Global Note]/[New
    Safekeeping Structure]:	[Yes]/[No]
	27.	Additional Financial Centre(s):	[Not Applicable/give
    details]

    

    (Note that
this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraph 16(ii) or 17(iv) relates) 

	28.	Talons for future Coupons to be attached to definitive Notes:	[No]/[Yes.  As the Notes have more than 27 coupon payments,
    Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made.]
	29.	Reference Currency Equivalent (if different from US dollars as set out
    in Condition 5(h)):	[Not Applicable/give details]
	30.	Defined terms/Spot Rate (if different from that set out in Condition 5(h)):	[Not Applicable/give details]
	31.	Calculation Agent responsible for calculating the Spot Rate for the purposes
    of Condition 5(h) (if not the Agent):	[Not Applicable/give details]
	32.	RMB Settlement Centre(s) for the purposes of Conditions 5(a) and 5(h):	[Not Applicable/give details]
	33.	Settlement (if different from that set out in Condition 5(h)):	[Not Applicable/give details]
	34.	Relevant Benchmark:	[[specify benchmark] is provided by [administrator legal
    name].  As at the date hereof, [administrator legal name] [appears]/[does not appear] in the register of administrators
    and benchmarks established and maintained by ESMA [and/or the FCA]




    Page 148


     


    

	 	 	pursuant to Article 36 (Register of administrators and
    benchmarks) of the EU Benchmarks Regulation [and/or Article 36 (Register of administrators and benchmarks) of the UK Benchmarks
    Regulation[, respectively]]]/[Not Applicable]




    Page 149


     


    

	RESPONSIBILITY
	The Issuer accepts responsibility for the information
    contained in these Final Terms.  [[Relevant third party information] has been
    extracted from [specify source].  The Issuer confirms that such information has been accurately reproduced and that,
    so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted
    which would render the reproduced information inaccurate or misleading.]/[With respect to any information included herein and specified
    to be sourced from a third party, the Issuer confirms that any such information has been accurately reproduced and that, so far as
    it is aware and is able to ascertain from information available to it from such third party, no facts have been omitted which would
    render the reproduced information inaccurate or misleading.]


 


 


Signed
on behalf of the Issuer:


 


[NAME
OF ISSUER]


 


 


	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	Duly authorised	 


 


cc:The
Bank of New York Mellon, acting through its London branch

[Registered Notes – BNY Trust Company of Canada / The Bank of New York Mellon SA/NV, Luxembourg Branch (TCCI only)]

[Registered Notes – The Bank of New York Mellon SA/NV, Luxembourg Branch (TMCC only)]


 




    Page 150


     


    

PART B –
OTHER INFORMATION


 


	1.

    

    LISTING
    AND ADMISSION TO TRADING

    
	(i)	Listing and admission to trading:	[Application
    has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London
    Stock Exchange’s main market] [Euronext Dublin’s regulated market] and for listing on [the Official List of the UK Financial
    Conduct Authority] [the Official List of Euronext Dublin] with effect from [         ].] / [Not Applicable.]

    

    (Where
documenting a fungible issue need to indicate that original
securities are already admitted to trading.)  

	(ii)	Estimate of total expenses related to admission
    to trading:	[         ]


	2.

    

    RATINGS

    	 
	Credit Ratings:	[The Notes to be issued [have been]/[are expected to
    be] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]:
	 	[Moody’s Japan K.K. (“Moody’s
    Japan”): [         ]]
	 	[Moody’s Investors Service, Inc. (“Moody’s”):
    [          ]]
	 	[S&P Global Ratings, acting through S&P Global
    Ratings Japan Inc. (“Standard & Poor’s Japan”): [          ]]
	 	[Fitch Ratings, Inc. (“Fitch”):
    [          ]]
	 	(Need to include an explanation of the meaning of
    the ratings if this has previously been published by the rating provider.)
	 	(The above disclosure should reflect the rating
    allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)
	 	[Moody’s Japan, Moody’s, Standard &
    Poor’s Japan and Fitch are not established in the European Union or the UK and have not applied for registration under Regulation
    (EC) No. 1060/2009 (as amended, the “CRA Regulation”) or Regulation (EC) No. 1060/2009 as it forms part of UK
    domestic law by virtue of the [[European Union (Withdrawal) Act 2018]/[EUWA]] (the “UK CRA Regulation”), respectively.
     However, Moody’s Deutschland GmbH has endorsed the ratings of Moody’s Japan and Moody’s, S&P Global Ratings
    Europe Limited has endorsed the ratings of Standard & Poor’s Japan, and Fitch Ratings Ireland Limited has endorsed the
    ratings of Fitch, in accordance with the CRA Regulation and Moody’s Investors Service Ltd. has endorsed the ratings of Moody’s
    Japan and Moody’s, S&P Global Ratings UK Limited has endorsed the ratings of Standard & Poor’s Japan, and Fitch
    Ratings Ltd has endorsed the ratings of Fitch, in accordance with the UK CRA Regulation.  Each of Moody’s Deutschland
    GmbH, S&P Global Ratings Europe Limited and Fitch Ratings Ireland Limited is established in the European Union and is registered
    under 




    Page 151


     


    

	 	the CRA Regulation.  Each of Moody’s
    Investors Service Ltd., S&P Global Ratings UK Limited and Fitch Ratings Ltd is established in the UK and is registered under
    the UK CRA Regulation.]
	 	[The Issuer has not applied to Moody’s [Japan]
    or Standard & Poor’s Japan [or Fitch] for ratings to be assigned to the Notes.]
	 	Credit ratings are for distribution only to a person
    (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act 2001 of Australia (“Australian
    Corporations Act”) and is also a person in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Australian
    Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction
    in which the person may be located.  Anyone who is not such a person is not entitled to receive this Final Terms and anyone
    who receives this Final Terms must not distribute it to any person who is not entitled to receive it.


	3.

    

    INTERESTS
    OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

    

    Save
    [as discussed in “Subscription and Sale” in the Prospectus] / [as set out below] / [for any fees payable to the
    [Purchasers/Dealers/Managers]], so far as the Issuer is aware, no person involved in the issue
    of the Notes has an interest material to the offer. [The [Purchasers/Dealers/Managers] and their affiliates may have engaged, and
    may in the future engage, in the ordinary course of their business activities, in lending, advisory, corporate finance services,
    investment banking and/or commercial banking transactions with, and may perform the services for, the Issuer and its affiliates and/or
    for companies involved directly or indirectly in the sector in which the Issuer and/or its affiliates operate.] (Amend as appropriate
    if there are any other interests.)

    

    [(When
    adding any other description, consideration should be given as to whether such matters described constitute “significant new
    factors” and consequently trigger the need for a supplement to the Prospectus under Article 23 of the Prospectus Regulation
    and Article 23 of the UK Prospectus Regulation.)]

    



	4.

    

    REASONS
    FOR THE OFFER AND ESTIMATED NET PROCEEDS

    



	Reasons for the
    offer:	[As set out
    in “Use of Proceeds” in the Prospectus dated 17 September 2021]/[         ]

    

    (See
    “Use of Proceeds” wording in the Prospectus – if the reasons for the offer are different from what is disclosed
    in the Prospectus, give details here, including, as the case may be, details of Eligibility Models, Eligibility Criteria and Use
    of Proceeds Report (including the website location of the Use of Proceeds Report and details of compliance monitoring))

    

	Estimated net proceeds:	[         ]
	5.

    

    Fixed
    Rate Notes only – YIELD

    

	Indication of
    yield:	[        
] 

    Calculated
    as [include specific details of method of calculation in summary form] on the Issue Date.

    

    As
    set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

    





    Page 152


     


    

	6.

    

    OPERATIONAL
    INFORMATION 

    
	(i)

    

    ISIN: 
	[         ] 
	(ii)

    

    Common
    Code:

    
	[         ]
	(iii)

    

    Any
    clearing system(s) other than Euroclear Bank
    SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

    
	[Not Applicable/give
    name(s) and number(s)]
	(iv)

    

    Delivery:

    
	Delivery [against] / [free of] payment
    
	(v)

    

    Names
and addresses of additional Paying Agent(s) (if any): 
	[         ]
	(vi)

    

    Deemed
    delivery of clearing system notices for the purposes of Condition 16 (Notices):

    
	Any notice delivered to Noteholders through the clearing
    systems will be deemed to have been given [on the third day after the day]/[on the day] on which it was given to [Euroclear Bank
    SA/NV and Clearstream Banking S.A.][CDS Clearing and Depository Services Inc.].
	(vii)

    

    Intended
to be held in a manner which would allow Eurosystem eligibility: 
	[Yes]/[No]/[Not
    Applicable]

    

    [Note
    that the designation “yes” means that the Notes are
    intended upon issue to be deposited with Euroclear Bank SA/NV or Clearstream Banking S.A. (the “ICSDs”) as common
    safekeeper [[, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper,] [include this text for
    registered Notes]] and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary
    policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life as such recognition
    depends upon satisfaction of the Eurosystem eligibility criteria.] / [Note that the designation “no” means that should
    the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting such criteria, the Notes
    may then be deposited with Euroclear Bank SA/NV or Clearstream Banking S.A. (the “ICSDs”) as common safekeeper
    [[, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper,] [include this text for registered
    Notes]] and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy
    and intra-day credit operations by the Eurosystem at any time during their life as such recognition depends upon satisfaction of
    the Eurosystem eligibility criteria.] (Include this text if “yes” or “no” is selected in which case bearer
    Notes must be issued in NGN form and registered Notes must be held under the NSS.)

    

	7.

    DISTRIBUTION

    

	(i)

    

    Method
of distribution: 
	[Syndicated]/[Non-syndicated]
	(ii)

    

    If
syndicated: 

    (a)

    

    Names
of Managers: 
	[Not
    Applicable/give names]

     





    Page 153


     


    

	 	 
	(b)

    

    Date
    of Syndicate Purchase

    

    Agreement:

    
	[         ]
	(c) 

    Stabilising
    Manager(s) (if any):

    
	[         ]
	(iii)

    

    If
    non-syndicated, name of Dealer/Purchaser:

    
	[Not Applicable/give name and address]
	(iv)

    

    U.S.
    Selling Restrictions:

    
	[Reg.
    S Category 2; TEFRA C/TEFRA D/TEFRA Not Applicable]

    

    (TEFRA
D, except for certification of non-U.S. beneficial ownership, will apply to all Notes issued by TMCC that have an initial maturity of
183 days or less (taking into consideration unilateral rights to roll or extend)) 

    (For
    Notes issued by TMF, TCCI and TFA, specify if Notes have been issued in reliance on either TEFRA C or TEFRA D)

    

	(v)

    

    Prohibition
    of Sales to EEA Retail Investors:

    
	[Applicable/Not Applicable]
	(vi)

    

    Prohibition
    of Sales to UK Retail Investors:

    
	[Applicable/Not
    Applicable]

     

	(vii)

    

    Prohibition
    of Sales to Belgian Consumers:

    
	Applicable




    Page 154


     


    

ANNEX B TO APPENDIX
D


 


Part B


 


FORM
OF FINAL TERMS IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION OF LESS THAN €100,000 (OR EQUIVALENT IN ANY OTHER CURRENCY)
TO BE ADMITTED TO TRADING ON AN EEA OR UK REGULATED MARKET (other than a regulated market, or A specific segment of a regulated market,
to which only qualified investors have access) AND/OR OFFERED TO THE PUBLIC ON A NON-EXEMPT BASIS IN THE EEA OR THE UK


 


[PROHIBITION
OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). [For
these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the “Prospectus
Regulation”).] [Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.]]


 


[PROHIBITION
OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). [For these purposes,
a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”);
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue
of the EUWA [(the “UK Prospectus Regulation”)].] [Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering
or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]]


 


[MiFID
II product governance / Retail investors [(limited to those resident in [insert relevant jurisdiction(s)] only)], professional
investors and ECPs target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties[,]/[and] professional clients [outside the European Economic Area (“EEA”),] [and]/[as well as]
retail clients [(limited to those resident in [insert relevant jurisdiction(s)] only),] each as defined in [MiFID II]/[Directive
2014/65/EU (as amended, “MiFID II”)]; and (ii) all channels for distribution of the Notes to eligible counterparties
and professional clients [outside the EEA,] [and retail clients (limited to those resident in [insert relevant jurisdiction(s)]
only)] are appropriate[, subject to compliance with applicable [insert relevant jurisdiction(s)] securities laws and regulations.]
[; and (iii) the following channels for distribution of the Notes to retail clients are appropriate - investment advice, portfolio management,
non-advised sales and pure execution services - subject to the distributor’s suitability and appropriateness obligations under
MiFID II, as


 




    Page 155


     


    

applicable.] Any
person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the
manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market
assessment) and determining appropriate distribution channels [outside the EEA with all sales], subject to the distributor’s suitability
and appropriateness obligations under [MiFID II, as applicable.]/[[insert relevant jurisdiction(s)] securities laws and regulations.]]


 


[UK
MiFIR product governance / Retail investors [(limited to those resident in [insert relevant jurisdiction(s)] only)], professional
investors and ECPs target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”)[,]/[and] professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]
(“UK MiFIR”) [outside the United Kingdom (“UK”),] [and]/[as well as] retail clients [(limited to
those resident in [insert relevant jurisdiction(s)]/[as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]] only); and (ii) all channels for distribution
of the Notes to eligible counterparties, professional clients [outside the UK,] [and retail clients (limited to those resident in [insert
relevant jurisdiction(s)] only)] are appropriate[, subject to compliance with applicable [insert relevant jurisdiction(s)]
securities laws and regulations.] [; and (iii) the following channels for distribution of the Notes to retail clients are appropriate
- investment advice, portfolio management, non-advised sales and pure execution services - subject to the distributor’s suitability
and appropriateness obligations under COBS, as applicable.] Any person subsequently offering, selling or recommending the Notes (a “UK
distributor”) should take into consideration the manufacturer[’s/s’] target market assessment; however, a UK distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and
determining appropriate distribution channels [outside the UK with all sales], subject to the UK distributor’s suitability and
appropriateness obligations under [COBS, as applicable.]/[[insert relevant jurisdiction(s)] securities laws and regulations.]]


 


[MiFID
II product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer’s
product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients only, each as defined in [MiFID II]/[Directive 2014/65/EU (as amended,
“MiFID II”)]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take
into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’]
target market assessment) and determining appropriate distribution channels.]


 


[UK
MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer’s
product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]
(“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a “UK distributor”) should take
into consideration the manufacturer[’s/s’] target market assessment; however, a UK distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect


 




    Page 156


     


    

of the Notes (by
either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.]


 


[Notification
under Section 309B of the Securities and Futures Act (Chapter 289) of Singapore – In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”) and the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are [prescribed capital
markets products]/[capital markets products other than prescribed capital markets products] (as defined in the CMP Regulations 2018)
and [are] [Excluded]/[Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]1
2


 


Final Terms


 


Dated [ ]


 


[TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.]


 


[TOYOTA CREDIT
CANADA INC.]


 


[TOYOTA FINANCE
AUSTRALIA LIMITED (ABN 48 002 435 181)]


 


[TOYOTA MOTOR
CREDIT CORPORATION]


 


[Legal Entity
Identifier (“LEI”): [     ]]


 


Issue of [Aggregate
Nominal Amount of Tranche] [Title of Notes]

under the €60,000,000,000

Euro Medium Term Note Programme

established by

Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

Toyota Finance Australia Limited and Toyota Motor Credit Corporation


 


Any
person making or intending to make an offer of the Notes may only do so:


 


		(i)	[in those
                                            Public Offer Jurisdictions mentioned in Paragraph 9 of Part B below, provided such person
                                            is of a kind specified in that paragraph and that such offer is made during the Offer Period
                                            specified in that paragraph; or



 


		(ii)	otherwise]3
                                            in circumstances in which no obligation
                                            arises for the Issuer or any Dealer or Manager to publish a prospectus pursuant to Article
                                            3 of the Prospectus Regulation (as defined [above/below]) or Section 85 of the Financial
                                            Services and Markets Act 2000 (as amended[, the “FSMA”]), or to supplement
                                            a prospectus pursuant to Article 23 of the Prospectus Regulation or Article 23 of the UK
                                            Prospectus Regulation (as defined [above/below]), in each case, in relation to such offer.



 


Neither
the Issuer nor any Dealer or Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.


 









 




















































		1	Insert
                                            “prescribed capital market products” and “Excluded Investment Products”
                                            or, if not, amend Singapore product classification.






		2	Relevant
                                            Dealer(s) to consider whether it/they have received the necessary product classification
                                            from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA.






		3	Include
                                            this wording where a Non-exempt Offer of Notes and/or a UK Public Offer of Notes is/are anticipated.



 






    Page 157


     


    




PART A –
CONTRACTUAL TERMS


 


Terms
used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Prospectus
dated 17 September 2021 [and the supplement[s] to it dated [date] [and [date]]], including all documents incorporated by
reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes
of the Prospectus Regulation and the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein
for the purposes of the Prospectus Regulation and the UK Prospectus Regulation and must be read in conjunction with the Prospectus in
order to obtain all the relevant information. A summary of the issue of the Notes is annexed to these Final Terms. The Prospectus has
been published on the website of the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and the website of Euronext Dublin at https://live.euronext.com/en/markets/dublin.


 


[The
following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus with an
earlier date.


 


Terms
used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”)
set forth in and extracted from the Prospectus dated [18 September 2020/13 September 2019/14 September 2018] and which
are incorporated by reference in the Prospectus dated 17 September 2021. This document constitutes the Final Terms of the Notes described
herein for the purposes of the Prospectus Regulation and the UK Prospectus Regulation and must be read in
conjunction with the Prospectus dated 17 September 2021, including the Conditions which are incorporated
by reference in it [and the supplement[s] to it dated [date] [and [date]]], including all documents incorporated
by reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes
of the Prospectus Regulation and the UK Prospectus Regulation in order to obtain all the relevant information.
A summary of the issue of the Notes is annexed to these Final Terms. The Prospectus has been published on the website of the London
Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html
and the website of Euronext Dublin at https://live.euronext.com/en/markets/dublin.]


 


[The
expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended) [and the expression “UK Prospectus
Regulation” means Regulation (EU) 2017/1129 as it forms part of [United Kingdom/UK] domestic law by virtue of the [European
Union (Withdrawal) Act 2018/EUWA]].]


 


[Include
whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below,
even if “Not Applicable” is indicated for individual paragraphs (in which case the sub-paragraphs of the paragraphs which
are not applicable can be deleted). Italics denote guidance for completing the Final Terms.]


 


	1.	(i)	Issuer:	[         ]
    
	 	(ii)	Credit Support Providers:	Toyota Motor Corporation

    

    LEI - 5493006W3QUS5LMH6R84 

    Toyota Financial
    Services Corporation

    

    LEI - 353800WDOBRSAV97BA75 

	2.	[(i)]	Series Number:	[         ]
	 	[(ii)]	Tranche Number:	[         ]
	 	[(iii)]	Date on which the Notes will be consolidated and form
    a single Series: 	[Not Applicable]/[The Notes shall be consolidated and
    form a single Series and be interchangeable for trading purposes with the [insert description of the Series] on [insert
    date/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph
    25 below [which is expected to occur on or about 







    Page 158


     


    

	 	 	 	[insert date]]].]


	3.	Specified Currency:	[         ]
	4.	Aggregate Nominal Amount:	[         ]


	 	[(i)]	Series:	[         ]
    
	 	[(ii)]	Tranche:	[         ]
    


	5.	Issue Price:	[     ] per cent.
    of the Aggregate Nominal Amount [plus [        ] days’ accrued interest in respect
    of the period from, and including, [insert date] to, but excluding, [insert date] (if applicable)]


	6.	(i)	Specified Denominations:	[
        ] 

    [N.B. Notes
    must have a minimum denomination of EUR1,000 (or equivalent) if there is a listing on a regulated market in the EEA, a Non-exempt
    Offer, a listing on the London Stock Exchange’s main market and/or a UK Public Offer]

    

	 	(ii)	Calculation Amount:	[
             ]

    

    (If
    there is only one Specified Denomination, insert the Specified Denomination.

    

    If
    there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. There must
    be a common factor in the case of two or more Specified Denominations)

    
	7.	(i)	Trade Date:	[         ]
	 	(ii)	Issue Date:	[         ]
	 	(iii)	Interest Commencement Date:	[
            ]/[Issue Date]/[Not Applicable]

    

    (N.B. An
    Interest Commencement Date will not be relevant for certain Notes, for example, Zero Coupon Notes)

    



	8.	Maturity Date:	[        
] 

    [Fixed
    rate - Specify date / Floating rate - Interest Payment Date
    falling in or nearest to [specify month and year]]

    

    (N.B.
    The Maturity Date may need to be not less than one year after the Issue Date and, in the case of Notes issued by TMF, should not
    be more than 50 years after the Issue Date)

    
	9.	Interest Basis:	[[
       ] per cent. Fixed Rate] 

    [Fixed Rate
    Step-up/Step-down]

    

    [[
           ] month [LIBOR/EURIBOR/CAD-BA-CDOR/SONIA] +/– [         ]
    per cent. Floating Rate]

    [Zero Coupon]

    

    (See paragraph
    16/17/18 below)

    

	10.	Redemption Basis:	Redemption at par
	11.	Change of Interest Basis:	[Not Applicable]/[For
    the period from (and including) the Interest Commencement Date, up to (but excluding) [specify date] paragraph [16/17] applies
    and for the period from (and including) [specify date], up to (but excluding) the Maturity Date, paragraph [16/17] applies]




    Page 159


     


    

	12.	Put/Call Options: 	[Investor
    Put Option]

    

    [Issuer
Call Option] 

    [Issuer
    Maturity Par Call Option]

    

    [Issuer
Make-Whole Call Option] 

    [Not
    Applicable]

    

    [(See
paragraph(s) 19/20/21/22 below)] 



	13.	(i)	Status of the Notes:	Senior
	 	(ii)	Nature of the Credit Support:	See “Relationship of TFS and the Issuers with
    the Parent” in the Prospectus dated 17 September 2021


	14.	Date [Board]/[Executive Committee of the Board]
    approval for issuance of Notes obtained:	[         ]
	15.	Negative Pledge covenant set out in Condition 3:	Not Applicable



 

	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 



 

	16.	Fixed Rate Note Provisions 	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this paragraph) 



	 	(i)	Fixed Rate(s) of Interest:	[         ]
    per cent. per annum payable [[         ] in arrear] on each Interest Payment Date [from,
    and including, [         ] to, but excluding, [         ]]
    [. The first Fixed Interest Period shall be the period commencing on, and including, the Interest Commencement Date and ending on,
    but excluding, [         ] (short first coupon)]
	 	(ii)	Interest Payment Date(s):	[         ]
    [and [         ]] in each year from, and including, [         ]
    up to, and including, [the Maturity Date]/[         ] [adjusted in accordance with the
    [Following Business Day Convention]/ [Modified Following Business Day Convention]]/ [         ]
    [with the Additional Business Centres for the definition of “Business Day” being [         ]]
    [[adjusted]/[with no adjustment] for period end dates]/[. For the avoidance of doubt, the Fixed Coupon Amount [and the Broken Amount]
    shall remain unadjusted]
	 	(iii)	Fixed Coupon Amount(s):	[         ]
    per Calculation Amount (applicable to the Notes in definitive form) and [         ]
    per Aggregate Nominal Amount of the Notes (applicable to the Notes in global form), payable [[         ]
    in arrear] on [         ]/[each Interest Payment Date][, except for the amount of interest
    payable on the [first]/[last] Interest Payment Date falling on [         ]][. [This]/[These]
    Fixed Coupon Amount[s] appl[ies]/[y] if the Notes are represented by a global Note or are in definitive form]
	 	(iv)	Broken Amount(s):	[[         ]
    per Calculation Amount (applicable to the Notes in definitive form) and [         ]
    per Aggregate Nominal Amount of the Notes 




    Page 160


     


    

	 	 	 	(applicable to the Notes in global form),
    payable on the [first]/[last] Interest Payment Date falling on [         ]] [. This
    Broken Amount applies if the Notes are represented by a global Note or are in definitive form]/[Not Applicable]
	 	(v)	[Fixed] Day Count Fraction:	[Actual/Actual (ICMA)]/[Actual/Actual (ISDA)]/ [30/360]/[Actual/360]/[Actual/Actual
    Canadian Compound Method]/[Actual/365 (Fixed)]
	 	(vi)	Determination Date(s): 	[[
            ] in each year] / [Not Applicable]

    

    (Insert
    regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. N.B. Only
    relevant where the Fixed Day Count Fraction is Actual/Actual (ICMA))

    


	17.	Floating Rate Note Provisions	[Applicable]/[Not
    Applicable]

    

    (If
    not applicable, delete the remaining sub-paragraphs of this paragraph)

    


	 	(i)	[Specified]/[Interest] Period(s)/[Specified]
    Interest Payment Dates:	[         ]
    / [         ] in each year [subject to adjustment in accordance with the Business Day
    Convention set out in (iii) below]
	 	(ii)	First Interest Payment Date:	[         ]
	 	(iii)	Business Day Convention:	[Floating Rate Convention]/[Following Business
    

    Day Convention]/[Modified Following Business 

    Day Convention]/[Preceding Business Day 

    Convention]
	 	(iv)	Additional Business Centre(s):	[         ]
	 	(v)	Manner in which the Rate of Interest and Interest Amount
    is/are to be determined:	[Screen Rate Determination]/[ISDA
    Determination]
	 	(vi)	Party responsible for calculating the Rate of Interest
    and Interest Amount (if not the Agent) (the “Calculation Agent”):	[         ]
	 	(vii)	Screen Rate Determination:	[Applicable]/[Not Applicable]
	 	 	- Reference Rate:	[         ]
    month [LIBOR/EURIBOR/CAD-BA-CDOR/SONIA]
	 	 	- Calculation Method:	[Compounded Daily Rate]/[Compounded Index Rate]/[Not Applicable]
	 	 	- D:	[365]/[         ]
	 	 	- Observation Method:	[Lag]/[Shift]/[Not Applicable]
	 	 	- SONIA Compounded Index:	[         ]/[Not Applicable]
	 	 	- Relevant Financial Centre:	[London/Brussels/Toronto/specify other Relevant
    Financial Centre]
	 	 	- Interest Determination Date(s):	[         
] 

    (Second
    London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest
    Period if Sterling LIBOR or CAD-BA-CDOR, the second day on which TARGET2 System is open prior to the start of each Interest Period
    if EURIBOR or euro LIBOR and the [         ] London Banking Day 

    




    Page 161


     


    

	 	 	 	prior to the relevant Interest Payment
    Date for each Interest Period if SONIA)
	 	 	- Relevant Number:	[         ]/[Not Applicable]
	 	 	- Relevant Screen Page:	[        
]/[Not Applicable] 

    (Insert
    page on which the Reference Rate is for the time being displayed on Reuters Monitor Money Rates Service or Dow Jones Markets Limited
    for LIBOR/EURIBOR/CAD-BA-CDOR/SONIA)

    
	 	 	 	(In the case of EURIBOR, if not Reuters EURIBOR01 ensure
    it is a page which shows a composite rate)
	 	 	- Specified Time:	[11:00
    a.m. [London/Brussels] time]

    [In the case of LIBOR/EURIBOR]/

    

    [10:00
a.m. Toronto time] [In the case of CAD-BA-CDOR]/[[ ] in the case of SONIA]/[Not Applicable] 

	 	 	- Reference Banks:	[         ]/[Not
    Applicable]
	 	 	- Observation Look-Back Period:	[         ]
    London Banking Days (for SONIA)/[Not Applicable]
	 	(viii)	ISDA Determination:	[Applicable]/[Not Applicable]
	 	 	- Floating Rate Option:	[         ]
	 	 	- Designated Maturity:	[         ]
	 	 	- Reset Date:	[        
] 

    (The
    first day of the Interest Period)

    

	 	(ix)	Linear Interpolation:	[Not
Applicable/Applicable – the Rate of Interest for the [long/short] [first/last] Interest Period or Specified Period shall be calculated
using Linear Interpolation 

    (Specify
    for each short or long Interest Period)]

    

	 	(x)	Margin(s):	[+/-][        ]
    per cent. per annum
	 	(xi)	Minimum Rate of Interest:	[         ]
    per cent. per annum
	 	(xii)	Maximum Rate of Interest:	[[         ]
    per cent. per annum]/[Not Applicable]
	 	(xiii)	Day Count Fraction:	[Actual/Actual (ISDA)] [Actual/Actual]

    [Actual/365 (Fixed)]

    [Actual/360]

    [30/360] [360/360] [Bond Basis]

    [30E/360] [Eurobond Basis]

    [30E/360 (ISDA)]

    [Actual/365 (Sterling)]


	18.	Zero Coupon Note Provisions 	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this paragraph) 



	 	(i)	Accrual Yield:	[         ]
    per cent. per annum
	 	(ii)	Reference Price:	[         ]



 

	PROVISIONS RELATING TO REDEMPTION 



 

	19.	Issuer Call Option	[Applicable]/[Not
    Applicable]

    

    (If not
applicable, delete the remaining sub-paragraphs of this paragraph) 





    Page 162


     


    

	 	(i)	Optional Redemption Date(s):	[         ]
	 	(ii)	Optional Redemption Amount(s) of each Note:	[         ]
    per Calculation Amount
	 	(iii)	If redeemable in part:	[Applicable]/[Not Applicable]
	 	 	(a)

    

    Minimum
    Redemption Amount:

    
	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	 	(b)

    

    Maximum
    Redemption Amount:

    
	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	(iv)	Notice periods (if other than set out in the Conditions):	[Minimum period:
    [      ] days]/[Not Applicable]

    

    [Maximum period:
[       ] days]/[Not Applicable] 

	20.	Issuer Maturity Par Call Option	[Applicable]/[Not
    Applicable]

    

    (If
    not applicable, delete the remaining sub-paragraphs of this paragraph)

    
	 	[Notice periods (if other than set
    out in the Conditions):]	[Minimum
period: [       ] days]/[Not Applicable] 

    [Maximum period:
    [       ] days]/[Not Applicable]

    

	21.	Issuer Make-Whole Call Option	[Applicable]/[Not
Applicable] 

    (If not
    applicable, delete the remaining sub-paragraphs of this paragraph)

    

	 	(i)	Optional Redemption Date(s):	[         ]/[at
    any time that is more than 90 days prior to the Maturity Date]
	 	(ii)	Optional Redemption Amount of each Note:	[[         ]
    per Calculation Amount]/[Special Redemption Amount]
	 	(iii)	Specified Time for Special Redemption Amount:	[         ]/[Not
    Applicable]
	 	(iv)	Redemption Margin:	[[         ]
    per cent.]/[Not Applicable]
	 	(v)	If redeemable in part:	[Applicable]/[Not Applicable]
	 	 	(a)

    

    Minimum
    Redemption Amount:

    
	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	 	(b)

    

    Maximum
    Redemption Amount:

    
	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	(vi)	Calculation Agent (if not the Agent) (the “Calculation
    Agent”):	[Not Applicable]/[         ]
	 	(vii)	Notice periods (if other than set out in the Conditions):	[Minimum period:
    [ ] days]/[Not Applicable]

    

    [Maximum period:
[ ] days]/[Not Applicable] 

	22.	Investor Put Option	[Applicable]/[Not
    Applicable]

    

    (If
    not applicable, delete the remaining sub-paragraphs of this paragraph)

    
	 	(i)	Optional Redemption Date(s): 	[         ]
	 	(ii)	Optional Redemption Amount(s) of each Note:	[         ]
    per Calculation Amount
	23.	Final Redemption Amount	[         ]
    per Calculation Amount
	24.	Early Redemption Amount	 
	 	Early Redemption Amount payable on redemption for taxation
    reasons or on event of default or other earlier redemption:	[         ]
    per Calculation Amount




    Page 163


     


    

	GENERAL PROVISIONS APPLICABLE TO THE NOTES
	25.	Form of Notes:	[
        ] 

    (Insert
    description that is consistent with one of the options in the “Form of the Notes” section of the Prospectus)

    

	26.	[New Global Note]/[New Safekeeping
    Structure]:	[Yes]/[No]
	27.	Additional Financial Centre(s):	[Not Applicable/give
details] 

    (Note that
    this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraph 16(ii) or 17(iv) relates)

    

	28.	Talons for future Coupons to be attached to definitive Notes:	[No]/[Yes.  As the Notes have more than 27 coupon payments,
    Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made.]
	29.	Reference Currency Equivalent (if different from US dollars as set out
    in Condition 5(h)):	[Not Applicable/give details]
	30.	Defined terms/Spot Rate (if different from that set out in Condition 5(h)):	[Not Applicable/give details]
	31.	Calculation Agent responsible for calculating the Spot Rate for the purposes
    of Condition 5(h) (if not the Agent):	[Not Applicable/give details]
	32.	RMB Settlement Centre(s) for the purposes of Conditions 5(a) and 5(h):	[Not Applicable/give details]
	33.	Settlement (if different from that set out in Condition 5(h)):	[Not Applicable/give details]
	34.	Relevant Benchmark:	[[specify benchmark] is provided by [administrator legal
    name].  As at the date hereof, [administrator legal name] [appears]/[does not appear] in the register of administrators
    and benchmarks established and maintained by ESMA [and/or the FCA] pursuant to Article 36 (Register of administrators and benchmarks)
    of the EU Benchmarks Regulation [and/or Article 36 (Register of administrators and benchmarks) of the UK Benchmarks Regulation[,
    respectively]]]/[Not Applicable]



 



    Page 164


     


    




RESPONSIBILITY


The Issuer accepts responsibility for the information contained in these Final Terms.  [[Relevant third party information] has been extracted from [specify source].  The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading.]/[With respect to any information included herein and specified to be sourced from a third party, the Issuer confirms that any such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information available to it from such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.]  


 


 



	Signed on behalf of the Issuer:
	 
	 
	[NAME OF ISSUER]
	 
	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	Duly authorised	 


 


cc:The
Bank of New York Mellon, acting through its London branch

[Registered Notes – BNY Trust Company of Canada / The Bank of New York Mellon SA/NV, Luxembourg Branch (TCCI only)]

[Registered Notes – The Bank of New York Mellon SA/NV, Luxembourg Branch (TMCC only)]


 




    Page 165


     


    

PART B –
OTHER INFORMATION


 


	1.

    

    LISTING
    AND ADMISSION TO TRADING

    

	Listing and admission
    to trading:	[Application
    has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London
    Stock Exchange’s main market] [Euronext Dublin’s regulated market] and for listing on [the Official List of the UK Financial
    Conduct Authority] [the Official List of Euronext Dublin] with effect from [          ].]
    / [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the multilateral
    trading facility EuroTLX (managed by Borsa Italiana S.p.A.)] with effect from [        ].]
    / [Not Applicable.]

    

    (Where
documenting a fungible issue need to indicate that original
securities are already admitted to trading.) 

	2.

    

    RATINGS

    
	 
	Credit Ratings:	[The Notes to be issued [have been]/[are expected to
    be] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]:
	 	[Moody’s Japan K.K. (“Moody’s
    Japan”): [         ]]
	 	[Moody’s Investors Service, Inc. (“Moody’s”):
    [          ]]
	 	[S&P Global Ratings, acting through S&P Global
    Ratings Japan Inc. (“Standard & Poor’s Japan”): [          ]]
	 	[Fitch Ratings, Inc. (“Fitch”):
    [          ]]
	 	(Need to include an explanation of the meaning of
    the ratings if this has previously been published by the rating provider.)
	 	(The above disclosure should reflect the rating
    allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)
	 	[Moody’s Japan, Moody’s, Standard &
    Poor’s Japan and Fitch are not established in the European Union or the UK and have not applied for registration under Regulation
    (EC) No. 1060/2009 (as amended, the “CRA Regulation”) or Regulation (EC) No. 1060/2009 as it forms part of UK
    domestic law by virtue of the [[European Union (Withdrawal) Act 2018]/[EUWA]] (the “UK CRA Regulation”), respectively.
     However, Moody’s Deutschland GmbH has endorsed the ratings of Moody’s Japan and Moody’s, S&P Global Ratings
    Europe Limited has endorsed the ratings of Standard & Poor’s Japan, and Fitch Ratings Ireland Limited has endorsed the
    ratings of Fitch, in accordance with the CRA Regulation and Moody’s Investors Service Ltd. has endorsed the ratings of Moody’s
    Japan and Moody’s, S&P Global Ratings UK Limited has endorsed the ratings of Standard & Poor’s Japan, and Fitch
    Ratings Ltd has endorsed the ratings of Fitch, in accordance with the UK CRA Regulation.  Each of Moody’s Deutschland
    GmbH, S&P Global Ratings Europe Limited and Fitch Ratings Ireland Limited is established in the European Union and is registered
    under the CRA Regulation.  Each of Moody’s Investors Service Ltd., S&P Global Ratings UK Limited and Fitch Ratings
    Ltd is established in the UK and is registered 




    Page 166


     


    

	 	under the UK CRA Regulation.]
	 	[The Issuer has not applied to Moody’s [Japan]
    or Standard & Poor’s Japan [or Fitch] for ratings to be assigned to the Notes.]
	 	Credit ratings are for distribution only to a person
    (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act 2001 of Australia (“Australian
    Corporations Act”) and is also a person in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Australian
    Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction
    in which the person may be located.  Anyone who is not such a person is not entitled to receive this Final Terms and anyone
    who receives this Final Terms must not distribute it to any person who is not entitled to receive it.



 

	3.

    

    INTERESTS
    OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

    

     

    Save
[as discussed in “Subscription and Sale”
in the Prospectus] / [as set out below] / [for any fees payable to the [Purchasers/Dealers/Managers]], so far as the Issuer is aware,
no person involved in the issue of the Notes has an interest material to the offer. [The [Purchasers/Dealers/Managers] and their affiliates
may have engaged, and may in the future engage, in the ordinary course of their business activities, in lending, advisory, corporate
finance services, investment banking and/or commercial banking transactions with, and may perform the services for, the Issuer and its
affiliates and/or for companies involved directly or indirectly in the sector in which the Issuer and/or its affiliates operate.] (Amend
as appropriate if there are any other interests.) 

    [(When
    adding any other description, consideration should be given as to whether such matters described constitute “significant new
    factors” and consequently trigger the need for a supplement to the Prospectus under Article 23 of the Prospectus Regulation
    and Article 23 of the UK Prospectus Regulation.)]

     

    

	4.

    

    REASONS
    FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

     

    



	[(i)

    

    Reasons
    for the offer:

    
	[
        ] 

    (See
    “Use of Proceeds” wording in the Prospectus – if the reasons for the offer are different from what is disclosed
    in the Prospectus, give details here, including, as the case may be, details of Eligibility Models, Eligibility Criteria and Use
    of Proceeds Report (including the website location of the Use of Proceeds Report and details of compliance monitoring))

    
	[(ii)]

    

    Estimated
    net proceeds:

    
	[        
] 

    (If
    proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds are insufficient
    to fund all proposed uses state amount and sources of other funding)

    
	[(iii)]

    

    Estimated
    total expenses:

    
	[
        ] 

    (Include
    breakdown of expenses (e.g. legal fees))

    
	5.

    

    Fixed
    Rate Notes only – YIELD

    

	Indication of
    yield:	[
       ] 

    Calculated
    as [include specific details of method of calculation in summary form] on the Issue Date.

    

    As set out
above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future 





    Page 167


     


    

	 	yield.
	6.

    

    Floating
    Rate Notes only – PERFORMANCE OF RATES 

    

	[Details of performance of [LIBOR/EURIBOR/CAD-BA-CDOR/SONIA] rates can be obtained, [but not] free of charge, from [Reuters/Bloomberg/give details of electronic means of obtaining the details of performance]]

                                                                                 

	7.

    

    OPERATIONAL
    INFORMATION

     




  
	(i)

    

    ISIN:

    
	[         ]
	(ii)

    

    Common
    Code:

    
	[         ]
	(iii)

    

    Any
    clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

    
	[Not Applicable/give
    name(s) and number(s)]
	(iv)

    

    Delivery:

    
	Delivery [against]/[free of] payment 
	(v)

    

    Names
    and addresses of additional Paying Agent(s) (if any):

    
	[         ]
	(vi)

    

    Deemed
    delivery of clearing system notices for the purposes of Condition 16 (Notices):

    
	Any notice delivered to Noteholders through the clearing systems will
    be deemed to have been given [on the third day after the day]/[on the day] on which it was given to [Euroclear Bank SA/NV and Clearstream
    Banking S.A.][CDS Clearing and Depository Services Inc.].




    Page 168


     


    

	(vii)

    

    Intended
    to be held in a manner which would allow Eurosystem eligibility:

     
	[Yes]/[No]/[Not
    Applicable]

    

    [Note
    that the designation “yes” means that the Notes are intended upon issue to be deposited with Euroclear Bank SA/NV or
    Clearstream Banking S.A. (the “ICSDs”) as common safekeeper [[, and registered in the name of a nominee of one
    of the ICSDs acting as common safekeeper,] [include this text for registered Notes]] and does not necessarily mean that the
    Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem
    either upon issue or at any or all times during their life as such recognition depends upon satisfaction of the Eurosystem eligibility
    criteria.] / [Note that the designation “no” means that should the Eurosystem eligibility criteria be amended in the
    future such that the Notes are capable of meeting such criteria, the Notes may then be deposited with Euroclear Bank SA/NV or Clearstream
    Banking S.A. (the “ICSDs”) as common safekeeper [[, and registered in the name of a nominee of one of the ICSDs
    acting as common safekeeper,] [include this text for registered Notes]] and does not necessarily mean that the Notes will
    be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at any time
    during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria.] (Include this text if
    “yes” or “no” is selected in which case bearer Notes must be issued in NGN form and registered Notes must
    be held under the NSS.)

    



	8.

    

    DISTRIBUTION

    



	(i)

    

    Method
    of distribution:

    
	[Syndicated]/[Non-syndicated]
	(ii)

    

    If
    syndicated:

    

    (a) 

    Names
    and addresses of Managers and underwriting commitments:

    
	[Not
    Applicable/give names and addresses and underwriting commitments]

    

    (Include
names and addresses of entities agreeing to underwrite the issue on a firm commitment basis and names and addresses of the entities agreeing
to place the issue without a firm commitment or on a “best efforts” basis if such entities are not the same as the Managers.) 

	(b)

    

    Date
    of Syndicate Purchase Agreement:

    
	[         ]
	(c)

    

    Stabilising
    Manager(s) (if any):

    
	[         ]
	(iii)

    

    If
non-syndicated, name and address of Dealer/Purchaser: 
	[Not Applicable/give name and address]




    Page 169


     


    

	(iv)

    

    Indication
    of the overall amount of the underwriting commission and of the placing commission:

    
	[         ]
    per cent. of the Aggregate Nominal Amount
	(v)

    

    U.S.
    Selling Restrictions:

     
	[Reg.
    S Category 2; TEFRA C/TEFRA D/TEFRA Not Applicable]

    

    (TEFRA
D, except for certification of non-U.S. beneficial ownership, will apply to all Notes issued by TMCC that have an initial maturity of
183 days or less (taking into consideration unilateral rights to roll or extend)) 

    (For
    Notes issued by TMF, TCCI and TFA, specify if Notes have been issued in reliance on either TEFRA C or TEFRA D)

    

	(vi) 

    Prohibition
    of Sales to EEA Retail Investors:

    
	[Applicable/Not
    Applicable]

     

	(vii)

    

    Prohibition
    of Sales to UK Retail Investors:

    
	[Applicable/Not
    Applicable]

     

	(viii)

    

    Non-exempt
    Offer:

    
	[Not Applicable]/[Applicable – see paragraph 9 below.]
	(ix)

    

    UK
    Public Offer:

    
	[Not Applicable]/[Applicable – see paragraph 9 below.]
	(x)

    

    Prohibition
    of Sales to Belgian Consumers:

    
	Applicable


9.





TERMS
AND CONDITIONS OF THE PUBLIC OFFER 





The Central Bank of Ireland has provided
the competent authorities in each of [Austria, Germany, Italy, Luxembourg, the Netherlands, Norway and Spain [delete irrelevant ones]]
([together with Ireland [and the United Kingdom]], the “Public Offer Jurisdictions”) with a certificate of approval
attesting that the Prospectus dated 17 September 2021 has been drawn up in accordance with the provisions of the Prospectus Regulation
and the Commission Delegated Regulation (EU) 2019/980. Copies of these Final Terms will be provided to the competent authorities in the
Public Offer Jurisdictions.


 


[The Issuer has agreed to allow the
use of these Final Terms and the Prospectus in each of the Public Offer Jurisdictions by each of the Managers [and [specify, if applicable,
names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by [the
Issuer or] any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been
duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base
Prospectus and these Final Terms for [such Non-exempt Offer] [and/or] [such UK Public Offer] with the consent of the Issuer and (iii)
the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public,
other than pursuant to [Article 1(4) of the Prospectus Regulation] [and] [Article 1(4) of the UK Prospectus Regulation], in the Public
Offer Jurisdictions during the Offer Period (as defined below).


 


[Investors (as defined on page 11 of the Prospectus)
intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 12 of the Prospectus) should make appropriate
enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described
as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship
with or obligation to, nor shall it have any relationship with or


 




 


 







    Page 170


     


    

 





obligation to, an Investor, save as may arise
under any applicable law or regulation.]





[UK Investors (as defined on page 13 of the Prospectus)
intending to acquire or acquiring the Notes from any UK Authorised Offeror (as defined on page 13 of the Prospectus) should make appropriate
enquiries as to whether that UK Authorised Offeror is acting in association with the Issuer. Whether or not the UK Authorised Offeror
is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no
relationship with or obligation to, nor shall it have any relationship with or obligation to, a UK Investor, save as may arise under any
applicable law or regulation.]





The Issuer is only offering to and selling to
the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers
will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer
shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors and/or UK Investors at any time (including
during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant
to the Syndicate Purchase Agreement) which are made by Managers or Placers or any [other Authorised Offeror] [or any] [other UK Authorised
Offeror] in accordance with the arrangements in place between any such Manager, Placer, [other Authorised Offeror] [or] [other UK Authorised
Offeror] and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer;
any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer.





Each of the Managers has acknowledged and agreed,
and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that
for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it
has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for
such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus
into [Austria, Germany, Italy, Luxembourg, the Netherlands, Norway and Spain [delete irrelevant ones]] and will not passport the
Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions
during the Offer Period or offered to qualified investors (as defined in Article 2 of the Prospectus Regulation and in Article 2 of the
UK Prospectus Regulation) or otherwise in compliance with Article 1(4) of the Prospectus Regulation in any other European Economic Area
Member State, or otherwise in compliance with Article 1(4) of the UK Prospectus Regulation in the UK, pursuant to and in accordance with
the Prospectus and these Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance
with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable
laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to
Article 3 of the Prospectus Regulation or Section 85 of [the Financial Services and Markets Act 2000, as amended/the FSMA] (or supplement
a prospectus pursuant to Article 23 of the Prospectus Regulation or Article 23 of the UK Prospectus Regulation) or to take any other action
in any jurisdiction other than as described above.] [Give any details of any specific terms and conditions and agreements applicable
in any of the Public Offer Jurisdictions]





	(i)

    

    Offer
    Period:

    
	[From the date of, and following, publication of these
    Final Terms being [         ] to [         ].]
    / [give details]
	(ii)

    

    Offer
    Price:

    
	[The Issuer has offered and will sell the Notes to the Managers (and
    no one else) at the Issue Price of [         ] per cent. less a total commission [and
    concession] of [   ] per cent. of the Aggregate Nominal Amount of Notes.  Managers and Placers will offer
    and sell the Notes to their customers in accordance with arrangements in place between each such Manager and its customers (including
    Placers) or each such




    Page 171


     


    

	 	Placer and its customers by reference to the Issue Price
    and market conditions prevailing at the time.]  / [give details]
	(iii)

    

    Conditions
    to which the offer is subject:

     
	[Offers of the Notes are conditional on their issue and are subject
    to such conditions as are set out in the Syndicate Purchase Agreement.  As between Managers and their customers (including
    Placers) or between Placers and their customers, offers of the Notes are further subject to such conditions as may be agreed between
    them and/or as is specified in the arrangements in place between them.] / [give details of any conditions to which Offers may
    be subject in any of the Public Offer Jurisdictions]
	(iv) 

    Description
    of the application process:

     
	[A prospective Noteholder will purchase the Notes in accordance with
    the arrangements in place between the relevant Manager and its customers or the relevant Placer and its customers, relating to the
    purchase of securities generally.  Noteholders (other than Managers) will not enter into any contractual arrangements directly
    with the Issuer in connection with the offer or purchase of the Notes.] / [give any details of the application process in any
    of the Public Offer Jurisdictions]
	(v)

    

    Description
    of possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants:

    
	[Not Applicable] / [give details]
	(vi)

    

    Details
    of the minimum and/or maximum amount of the application:

    
	[There are no pre-identified allotment criteria.  The Managers
    and the Placers will adopt allotment and/or application criteria in accordance with customary market practices and applicable laws
    and regulations and/or as otherwise agreed between them.] / [give any details of the minimum and/or maximum amount of the application]
    / [Not Applicable]
	(vii)

    

    Method
and time limits for paying up and delivering the Notes: 
	[The Notes will be purchased by the Managers from the Issuer on a delivery
    versus payment basis on the Issue Date.  Prospective Noteholders will be notified by the relevant Manager or Placer of
    their allocations of Notes and the settlement arrangements in respect thereof.] / [give any details of method and time limits
    for paying up and delivering the Notes]
	(viii)

    

    Manner
    in and date on which results of the offer are to be made public:

    
	[Not Applicable] / [give details]
	(ix)

    

    Procedure
    for exercise of any right of pre-emption, negotiability of subscription rights and treatment
    of subscription rights not exercised:

    
	[Not Applicable] / [give details]




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	(x)

    

    Whether
    tranche(s) have been reserved for certain countries:

    
	[Not Applicable] / [give details]
	(xi)

    

    Process
    for notifying applicants of the amount allotted and an indication whether dealing may begin before
    notification is made:

    
	[Prospective Noteholders will be notified by the relevant Manager or
    Placer in accordance with the arrangements in place between such Managers or Placers and its customers.  Any dealings in
    the Notes which take place will be at the risk of prospective Noteholders.] / [give details] / [Not Applicable]
	(xii)

    

    Amount
    of any expenses and taxes charged to the subscriber or purchaser:

    
	[Not Applicable] / [give details]
	(xiii)

    

    Name(s)
    and address(es), to the extent known to the Issuer, of the Placers in the various countries where the offer takes place:

    
	[None known to the Issuer] / [specify]


 


[Summary of the
Notes to be inserted if applicable]


 


Summary


 


[maximum length = 7 sides of A4-sized
paper//maximum number of risk factors = 15]


 


Section 1 –
Introduction and Warnings


 


	Introduction
	The securities

    

    [Describe
Notes] Notes (the “Notes”) with ISIN [•]. 

	The issuer

    

    The issuer
is 

	[Toyota
    Motor Finance (Netherlands) B.V. (“TMF” and the “Issuer”), a private company with limited liability
    (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands on 3 August 1987.  The
    Issuer is registered in the Trade Register of the Amsterdam Chamber of Commerce under number 33194984 and its LEI is 724500OPA8GZSQUNSR96.  The
    Issuer’s registered office is World Trade Center Amsterdam, Tower H, Level 10, Zuidplein 90, 1077 XV Amsterdam, the Netherlands
    with telephone number + 31 20 502 5310.]
	[Toyota
    Credit Canada Inc. (“TCCI” and the “Issuer”), a corporation incorporated under the Canada Business
    Corporations Act on 19 February 1990.  The Issuer’s Corporation Number is 257476-4 and its LEI is HJZQGXYTVV2NWJZLPW74.  The
    registered office of the Issuer is located at 80 Micro Court, Suite 200, Markham, Ontario L3R 9Z5, Canada with telephone number +1
    905 513 8200.]
	[Toyota
    Finance Australia Limited (“TFA” and the “Issuer”), a public company limited by shares, incorporated
    in New South Wales, Australia on 18 June 1982, and operates under the Corporations Act 2001 of Australia.  The Issuer’s
    Australian Business Number (“ABN”) is 48 002 435 181, its Australian Company Number (“ACN”) is 002
    435 181 and its LEI is 3UKPTDP5PGQRH8AUK042.  The registered office of the Issuer is located at Level 9, 207 Pacific Highway,
    St Leonards NSW 2065 Australia, with telephone number +61 2 9430 0000.]




    Page 173


     


    

	[Toyota
    Motor Credit Corporation (“TMCC” and the “Issuer”), a California corporation (Corporation Number
    1123946) incorporated on 4 October 1982 under the laws of the State of California.  The Issuer’s LEI is Z2VZBHUMB7PWWJ63I008.  The
    Issuer’s executive and registered offices are located at 6565 Headquarters Drive, Plano, Texas 75024–5965 and its telephone
    number is +1 469 486 9013.]
	[Offeror(s)

    

    [Identity
    and contact details, including LEI]]

     

	Competent
authority and date of approval 

    The competent
    authority which approved the Prospectus on 17 September 2021 (the “Prospectus”), is the Central Bank of Ireland,
    New Wapping Street, North Wall Quay, Dublin 1, Ireland, and its telephone number is + 353 1 2483605. The Prospectus was also approved
    by the Financial Conduct Authority, 12 Endeavour Square, London E20 1JN, and its telephone number is + 44 207 7066 8348.

    

	Warnings
	This
    summary should be read as an introduction to the Prospectus and these Final Terms.  Any decision to invest in the Notes
    should be based on a consideration of the Prospectus as a whole, including any documents incorporated by reference and these Final
    Terms, by the investor.  Where a claim relating to the information contained in the Prospectus and these Final Terms is
    brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the Prospectus and
    these Final Terms before the legal proceedings are initiated.  Civil liability attaches only to those persons who have
    tabled this summary including any translation hereof, but only where this summary is misleading, inaccurate or inconsistent, when
    read together with the other parts of the Prospectus and these Final Terms, or where it does not provide, when read together with
    the other parts of the Prospectus and these Final Terms, key information in order to aid investors when considering whether to invest
    in such Notes.


 


Section
2 – The Issuer


 


	Who
    is the issuer of the securities?
	Domicile,
    legal form, LEI, legislation and country of incorporation
	[[TMF]
    The Issuer is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
    under the laws of the Netherlands.  The Issuer is domiciled in the Netherlands and its corporate seat is in Amsterdam.  Its
    LEI number is 724500OPA8GZSQUNSR96.]
	[[TCCI]
    The Issuer is a corporation incorporated under the Canada Business Corporations Act on 19 February 1990.  The Issuer is
    domiciled in Ontario, Canada and its LEI number is HJZQGXYTVV2NWJZLPW74.]
	[[TFA]
    The Issuer is a public company limited by shares incorporated in New South Wales, Australia and operates under the Corporations Act
    2001 of Australia.  The Issuer is domiciled in New South Wales, Australia and its LEI number is 3UKPTDP5PGQRH8AUK042.]
	[[TMCC]
    The Issuer is a corporation incorporated under the laws of the State of California, United States.  The Issuer is domiciled
    in California, United States and its registered office is located in Plano, Texas, United States.  Its LEI number is Z2VZBHUMB7PWWJ63I008.]
	Principal
    Activities
	[[TMF]
    The Issuer’s principal activity is to act as a group finance company for some of the subsidiaries and affiliates of Toyota
    Motor Corporation and Toyota Financial Services Corporation.  The Issuer raises funds by issuing bonds and notes in the
    international capital markets and from other sources and on-lends to other Toyota group companies.  The Issuer also provides
    guarantees for debt issuances of certain other Toyota group companies.  The Issuer is dependent on the performance of the
    subsidiaries and affiliates of Toyota Motor Corporation and Toyota Financial Services Corporation to which it grants loans and in
    respect of which it provides guarantees.]




    Page 174


     


    

	[[TCCI]
    The Issuer’s principal activity is to provide financing services for authorised Toyota dealers and users of Toyota products.  Financial
    products offered (i) to customers, include lease and loan financing (i.e. financing through Toyota dealers to assist customers to
    acquire Toyota and Lexus vehicles) and (ii) to Toyota dealers, include floor plan financing (i.e. financing of dealer inventory),
    wholesale lease financing (i.e. financing of dealer lease portfolios) and dealership financing.  Such financing programmes
    are offered in all provinces and territories of Canada.]
	[[TFA]
    The Issuer’s principal activity is financing the acquisition of motor vehicles by retail and commercial customers by way of
    consumer and commercial loans, providing bailment facilities and commercial loans to motor dealers, providing vehicle finance (by
    way of loans, term purchase, finance lease or operating lease) and fleet management services to government and corporate customers,
    and selling retail insurance policies underwritten by third party insurers, throughout Australia.]
	[[TMCC]
    The Issuer’s principal activity is to provide a variety of finance and insurance products to authorised Toyota and Lexus dealers
    or dealer groups and, to a lesser extent, other domestic and import franchise dealers and their customers in the United States (excluding
    Hawaii) and Puerto Rico.]
	Major
    shareholders
	[[TMF,
    TCCI or TFA] All of the outstanding capital stock and voting stock of the Issuer is owned directly by Toyota Financial Services Corporation
    (“TFS”).]
	[[TMCC]
    All of the outstanding capital stock and voting stock of the Issuer is owned by Toyota Financial Services International Corporation
    which itself is owned directly by Toyota Financial Services Corporation (“TFS”).]
	As a result,
    TFS effectively controls the Issuer and is able to directly control the composition of the Issuer’s Board of Directors and
    direct the management and policies of the Issuer.
	TFS is
    a wholly-owned holding company subsidiary of Toyota Motor Corporation (“TMC”), the ultimate parent company of
    the Toyota group.
	Key
    managing directors
	[[TMF]
    The Managing Directors of the Issuer are Messrs. Toshiaki Kawai, Kazuo Noda, George Juganar and Akihiko Sekiguchi.]
	[[TCCI]
    The Board of Directors of the Issuer are Messrs. Mark Templin, Cyril Dimitris, Yoriyuki Hirayama, Darren Cooper and Larry Hutchinson.]
	[[TFA]
    The Board of Directors of the Issuer are Messrs. E. Tsirogiannis, S. Kadena, B.I. Knight, T. Mori, Ms. G. McGrath, Messrs. M.J. Callachor,
    M.S. Templin and S. Thompson.]
	[[TMCC]
    The Directors and Principal Executive Officers of the Issuer are Mark S. Templin, Scott Cooke, Grace Mullings, Pete Carey, Alec Hagey,
    Ellen L. Farrell, Mao Saka, Mike Owens, Anna Sampang, Hiroyoshi Korosue, Tetsuo Ogawa and Robert Carter.]
	Auditors
	The Issuer’s
    auditors are [TMF: Ernst & Young Accountants LLP, Amsterdam, The Netherlands]/[TCCI: PricewaterhouseCoopers LLP, Toronto, Canada]/[TFA:
    PricewaterhouseCoopers, Sydney, NSW, Australia]/[TMCC: PricewaterhouseCoopers LLP, Dallas, Texas, United States].
	What
    is the key financial information regarding the issuer?
	[[TMF]
    The selected historical key financial information presented below for the financial years ended 31 March 2021 and 31 March 2020 has
    been extracted without material adjustment from the audited financial statements in the Annual Financial Report of TMF for the financial
    year ended 31 March 2021, prepared in accordance with International Financial Reporting Standards as adopted by the European Union
    [and for the six months ended 30 September 2021 has been extracted without material adjustment from the unaudited condensed interim
    financial statements in the Half-Yearly Financial Report for the six months ended 30 September 2021 prepared in accordance with International
    Accounting Standard (IAS) 34] etc.]




    Page 175


     


    

	[[TCCI]
    The selected historical key financial information presented below for the financial years ended 31 March 2021 and 31 March 2020 has
    been extracted without material adjustment from the audited financial statements in the Annual Financial Report of TCCI for the financial
    year ended 31 March 2021, prepared in accordance with International Financial Reporting Standards [and for the six months ended 30
    September 2021 has been extracted without material adjustment from the unaudited condensed interim financial statements in the Half-Yearly
    Financial Report for the six months ended 30 September 2021 prepared in accordance with International Accounting Standard (IAS) 34]
    etc.]
	[[TFA]
    The selected historical key financial information presented below for the financial years ended 31 March 2021 and 31 March 2020 has
    been extracted without material adjustment from the audited consolidated financial statements in the Annual Financial Report of TFA
    for the financial year ended 31 March 2021 [and for the six months ended 30 September 2021 has been extracted without material adjustment
    from the unaudited condensed consolidated financial statements in the Half-Yearly Financial Report for the six months ended 30 September
    2021], prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards
    Board as well as the Australian Corporations Act and comply with International Financial Reporting Standards as issued by the International
    Accounting Standards Board] etc.]
	[[TMCC]
    The selected historical key financial information presented below for the financial years ended 31 March 2021 and 31 March 2020 has
    been extracted without material adjustment from audited financial statements prepared in accordance with U.S. generally accepted
    accounting principles (“U.S. GAAP”) included in TMCC’s Annual Report on Form 10-K for the financial year ended
    31 March 2021.  The selected historical key financial information as at 30 June 2021 and for the three months ended 30
    June 2021 and 30 June 2020 has been extracted without material adjustment from TMCC’s unaudited financial statements included
    in TMCC’s Quarterly Report on Form 10-Q for the quarter ended 30 June 2021. [The selected historical key financial information
    as at 30 September 2021 and for the three months and six months ended 30 September 2021 and 30 September 2020, respectively, has
    been extracted without material adjustment from TMCC’s unaudited financial statements included in TMCC’s Quarterly Report
    on Form 10-Q for the quarter ended 30 September 2021.] [The selected historical key financial information as at 31 December
    2021 and for the three months and nine months ended 31 December 2021 and 31 December 2020, respectively, has been extracted
    without material adjustment from TMCC’s unaudited financial statements included in TMCC’s Quarterly Report on Form 10-Q
    for the quarter ended 31 December 2021.] etc.]
	[Consolidated]
    income statement
	 	Year
    ended

    31 March [2021]	Year
    ended

    31 March [2020]	[Six
    Months ended 30 September 2021]	[Six
    Months ended 30 September 2020]
	Operating
    profit/loss	 	 	 	 




    Page 176


     


    

	[Consolidated]
    balance sheet


	 	[31
    March 2021]	[31
    March 2020]	[30
    September 2021]
	Net
    financial debt (long term debt plus short term debt minus cash)	 	 	 
	[Current
    ratio (current assets/current liabilities)]*	 	 	 
	[Debt
    to equity ratio (total liabilities/total shareholder equity)]*	 	 	 
	[Interest cover ratio (operating
    income/interest expense)]*	 	 	 


	*
    If this information appears elsewhere in the Prospectus, including financial information incorporated by reference, it is mandatory
    to include that information here in the Summary.
	[Consolidated]
    cash flow statement


	 	Year
    ended

    31 March [2021]	Year
    ended

    31 March [2020]	[Six
    Months ended 30 September 2021]	[Six
    Months ended 30 September 2020]
	Net
    Cash flow from operating activities	 	 	 	 
	Net
    Cash flow from financing activities	 	 	 	 
	Net Cash flow from investing
    activities	 	 	 	 


	Consolidated
    income statement


	 	Year
    ended

    31 March	[Three
    Months Ended

    31 December]	[Nine
    Months Ended

    31 December]	[Three
    Months Ended

    30 September]	[Six
    Months Ended

    30 September]	[Three
    Months Ended

    30 June]
	 	[2021]	[2020]	2021	2020	2021	2020	[2021]	[2020]	[2021]	[2020]	[2021]	[2020]
	Operating
    profit/loss	 	 	 	 	 	 	 	 	 	 	 	 


	Consolidated
    balance sheet


	 	[31
    December]	[30
    September]	[30
    June]	[31
    March]
	 	2021	[2021]	[2021]	[2021]	[2020]
	Net
    financial debt (long term debt plus short term debt minus cash)	 	 	 	 	 
	[Current
    ratio (current assets/current liabilities)]*	 	 	 	 	 
	[Debt
    to equity ratio (total liabilities/total shareholder equity)]*	 	 	 	 	 
	[Interest
    cover ratio (operating income/interest expense)]*	 	 	 	 	 
	*

    

    If
    this information appears elsewhere in the Prospectus, including financial information 

    





    Page 177


     


    

	incorporated
    by reference, it is mandatory to include that information here in the Summary
	Consolidated
    cash flow statement


	 	Year
    ended

    31 March	[Three
    Months Ended

    31 December]	[Nine
    Months Ended

    31 December]	[Three
    Months Ended

    30 September]	[Six
    Months Ended

    30 September]	[Three
    Months Ended

    30 June]
	 	[2021]	[2020]	2021	2020	2021	2020	[2021]	[2020]	[2021]	[2020]	[2021]	[2020]
	Net
    Cash flow from operating activities	 	 	 	 	 	 	 	 	 	 	 	 
	Net
    Cash flow from financing activities	 	 	 	 	 	 	 	 	 	 	 	 
	Net
    Cash flow from investing activities	 	 	 	 	 	 	 	 	 	 	 	 


	What
    are the key risks that are specific to the issuer?
	The Issuer has identified in
    the Prospectus a number of factors which could adversely affect its business, results of operations and financial condition and its
    ability to make payments due under the Notes.  These factors include, among others:
	·        
     

    

    health
    epidemics and other outbreaks, including the global coronavirus (COVID-19), changes in general business, economic, geopolitical and
    market conditions, including the overall market for retail contracts, wholesale motor vehicle financing, leasing or dealer financing,
    changes in the level of sales of Toyota, Lexus or other vehicles in Toyota’s [including, [if the Issuer is TCCI, TFA or
    TMCC] its market], and restrictive exchange or import controls or other disruptive trade policies, disruption of operations as
    a result of systemic political or economic instability, changes in consumer behaviour, and the inability to compete successfully
    or if competition increases;

    

	·
a
    decrease in the level of sales of Toyota and Lexus vehicles will have a negative impact on the level of the Issuer’s financing
    volume;

    

	·
recalls
    and other related announcements which could adversely affect sales, including as a result of the actual or perceived quality, safety
    or reliability of Toyota and Lexus vehicles as the Issuer’s business is, [substantially [if the Issuer is TCCI, TFA or TMCC]],
    dependent upon the sale of Toyota and Lexus vehicles;

    

	·
changes
    to the senior long-term debt credit ratings of TMC and certain of its affiliates, including the Issuer; and

    

·

    
changes
    in law or regulation, including accounting standards, failure or interruption of the information systems, security breach or a cyber-attack.

    



 


Section
3 – The Securities


 


	What
    are the main features of the securities?
	Type, class
    and ISIN

    

    The Notes are
[ ] [[ ] per cent. / Floating Rate / Zero Coupon] Notes due [ ]. International Securities Identification Number (ISIN): [ ]. 

	Currency,
    denomination, nominal amount, number of Notes and term

    

    The currency
    and aggregate nominal amount of Notes is [ ]. The Notes have a Specified Denomination of [ ] each. The Maturity Date of the Notes
    is [   ].

    





    Page 178


     


    

	Rights
    attached to the Notes
	[The Notes
    bear interest [from their date of issue] at the fixed rate of [       ] per cent. per annum. The yield of the Notes is [       ] per cent. per
    annum. Interest will be paid [semi-annually]/[annually] in arrear on [       ] in each year up to and including [       ]/the Maturity Date.]
    [The first interest payment will be on [       ].]

    

    [The Notes
bear interest [from their date of issue] at floating rates calculated by reference to [specify reference rate] [plus/minus] a margin
of [       ] per cent. Interest will be paid [quarterly] in arrear on [       ], [       ], [       ], and [       ] in each year[, subject to adjustment for non-business
days].] [The first interest payment will be on [       ].] 

    [The Notes
    are Zero Coupon Notes and do not bear interest [and will be offered and sold at a discount to their nominal amount].]

    

	Subject
    to any purchase and cancellation or early redemption, the Notes will be redeemed on [       ]
    at [par]/[[       ] per cent. of their aggregate nominal amount].  The Notes may be
    redeemed early for tax reasons [or [specify other]] at [specify the early redemption price [par]/[par or, if higher,
    the price at which the gross redemption yield on the Notes is equal to the gross redemption yield on the reference bond rate and
    a margin of [       ]] and any maximum or minimum redemption amounts, if applicable.]
	A
trustee has not been appointed to act as trustee for the holders of Notes. 

    The Bank of
    New York Mellon, acting through its London branch has been appointed as the issuing agent [and principal paying agent] [and calculation
    agent]/[and [       ] has been appointed [principal paying agent and] calculation agent].

    

    [Registered
Notes issued by TCCI are also issued subject to, and with the benefit of, an amended and restated note agency agreement made between
TCCI, BNY Trust Company of Canada as registrar, paying agent and transfer agent and The Bank of New York Mellon SA/NV, Luxembourg Branch
as registrar and transfer agent and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent.] 

    [Registered
    Notes issued by TMCC are also issued subject to and with the benefit of, an amended and restated note agency agreement made between
    TMCC, The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar and transfer agent and The Bank of New York Mellon, acting
    through its London branch, as transfer agent and paying agent.]

    

    [[TMF/TCCI/TFA]
All payments of principal and interest in respect of the Notes will be made without withholding or deduction for or on account of any
taxes or duties of whatever nature imposed by or on behalf of [the Netherlands/Canada/Australia], unless such withholding or deduction
is required by law. In the event that any such withholding or deduction is required, the Issuer will be required to pay additional amounts
to cover the amounts so withheld or deducted, subject to certain limited exceptions.] 

    [[TMCC] The
    Issuer shall not be required to make any payment in respect of the Notes with respect to any taxes or other charges imposed by the
    United States or a political subdivision or taxing authority thereof or therein, unless such Noteholder or Couponholder is a Non-U.S.
    Holder (as defined in Condition 7(b)). In such event, the Issuer will be required to pay additional amounts to cover the amounts
    so withheld or deducted, subject to certain limited exceptions.]

    

    All payments
in respect of the Notes will be made subject to any deduction or withholding required by provisions of Sections 1471 through to 1474
of the U.S. Internal Revenue Code of 1986, as amended, any regulations or other guidance promulgated thereunder or any official interpretations
thereof (including under an agreement described under Section 1471(b)), or of any intergovernmental agreement implementing an alternative
approach thereto or any implementing law in relation thereto (collectively, “FATCA”), and no additional amounts will
be paid to cover the amounts so withheld or deducted. 

    The Terms and
    Conditions of the Notes contain the following events of default:

    

    (a) 

    default
    in payment of any principal or interest due in respect of the Notes, continuing for a specified period of time;

    





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	(b)

    

    non-performance
    or non-observance by the Issuer of any covenant, condition or provision under the Terms and Conditions of the Notes or the Agency
    Agreement for the benefit of holders of Notes (other than the covenant to pay the principal and interest in respect of the Notes),
    continuing for a specified period of time; and

    

    (c)

    

    events
    relating to the winding up, liquidation, bankruptcy, insolvency and creditor arrangements of the Issuer.

    

    The Notes contain
    no cross default provision.

    

    The Terms and
Conditions of the Notes contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests
generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to the majority. 

    The governing
    law of the Notes is English law.

     

    Status of
    the Notes (ranking)

     

    The Notes and
    any relative coupons constitute direct, unconditional, unsubordinated and [(subject to the application of the negative pledge)] unsecured
    obligations of the Issuer and will rank pari passu and rateably without any preference among themselves and (save for certain obligations
    required to be preferred by law) equally with all other unsecured and unsubordinated obligations of the Issuer from time to time
    outstanding.

     

    Transferability

     

    There are no
    restrictions on the transferability of the Notes save that there are certain customary restrictions on offers, sales and deliveries
    of Notes and on the distribution of offering material in the United States, the European Economic Area, Belgium, Ireland, Italy,
    the Netherlands, Spain, United Kingdom, Japan, Canada, Australia, New Zealand, Hong Kong, the People’s Republic of China (“PRC”
    (which for the purposes of Notes issued under the Programme, excludes the Hong Kong Special Administrative Region of the People’s
    Republic of China, the Macau Special Administrative Region of the People’s Republic of China and Taiwan)), Singapore and Switzerland.

     

	Where
    will the securities be traded?
	[The Notes
    will be admitted to trading on the London Stock Exchange’s main market and admitted to the Official List of the Financial Conduct
    Authority.]/[The Notes will be admitted to trading on the regulated market of the Irish Stock Exchange p.l.c. trading as Euronext
    Dublin (“Euronext Dublin”) and admitted to the Official List of Euronext Dublin.]
	Is
    there a guarantee attached to the securities?
	Description
    of the nature and scope of the credit support agreement

     

    The Notes have
    the benefit of certain Credit Support Agreements governed by Japanese law, one between TMC and TFS dated 14 July 2000 as supplemented
    by a Supplemental Credit Support Agreement dated 14 July 2000 and a Supplemental Credit Support Agreement No. 2 dated 2 October 2000
    (collectively, the “TMC Credit Support Agreement”) and between TFS and [[TMF, TCCI or TFA] dated 7 August 2000]/[[TMCC]
    dated 1 October 2000] (the “Credit Support Agreement” and, together with the TMC Credit Support Agreement, the
    “Credit Support Agreements”). The Credit Support Agreements do not constitute a direct or indirect guarantee by
    TMC or TFS of the Notes. TMC’s obligations under its Credit Support Agreement and the obligations of TFS under its Credit Support
    Agreements, rank pari passu with its direct, unconditional, unsubordinated and unsecured debt obligations.

     

	Under
    the TMC Credit Support Agreement, TMC agrees that it will make available to TFS funds sufficient to make its payment obligations
    on securities issued by it (including securities issued by subsidiaries or affiliates of TFS such as the Issuer in respect of which
    TFS has credit support obligations) and agrees to ensure that TFS always has at least JPY10,000,000 in consolidated




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	tangible
    net worth so long as TFS has credit support obligations outstanding.
	TFS agrees
    in its Credit Support Agreement with the Issuer to make available to the Issuer funds sufficient to make its payment obligations
    on securities issued by it and agrees to ensure that [TMF: the Issuer always has at least EUR100,000 in tangible net worth,]/[TCCI:
    the Issuer always has at least C$150,000 in tangible net worth,]/[TFA: the Issuer always has at least A$150,000 in consolidated tangible
    net worth,]/[TMCC: the Issuer always has at least U.S.$100,000 in consolidated tangible net worth,] so long as the Issuer has securities
    outstanding.
	Tangible
    net worth means the aggregate amount of issued capital, capital surplus and retained earnings less any intangible assets.
	Description
    of the credit support providers

     

    TFS is the
    credit support provider to the Issuer. TFS is a limited liability, joint-stock company incorporated under the Commercial Code of
    Japan on 7 July 2000. TFS continues to exist under the Companies Act of Japan and its LEI is 353800WDOBRSAV97BA75. TFS’s principal
    executive offices are located in Nagoya Lucent Tower, 6-1, Ushijima-cho, Nishi-ku, Nagoya City, Aichi Prefecture 451-6015, Japan
    with telephone number +81-52-217-2300.

     

    TMC is the
    credit support provider to TFS. TMC is a limited liability, joint-stock company incorporated under the Commercial Code of Japan on
    28 August 1937. TMC continues to exist under the Companies Act of Japan and its LEI is 5493006W3QUS5LMH6R84. TMC’s principal
    executive offices are located at 1, Toyota-cho, Toyota City, Aichi Prefecture 471-8571, Japan with telephone number +81-565-28-2121.

    

	Key
    financial information regarding Toyota Motor Corporation
	The selected
    historical key financial information presented below regarding financial years ended 31 March 2021 and 31 March 2020 has been extracted
    without material adjustment from the audited consolidated financial statements of TMC prepared in accordance with International Financial
    Reporting Standards (“IFRS”) included in TMC’s Annual Report on Form 20-F for the financial year ended 31
    March 2021.  The selected historical key financial information as at 30 June 2021 and for the three months ended 30 June
    2021 and 30 June 2020 has been extracted without material adjustment from TMC’s Unaudited Consolidated Financial Statements
    for three months ended 30 June 2021 prepared in accordance with IFRS.  [The selected historical key financial information
    as at 30 September 2021 and for the six months ended 30 September 2021 and 30 September 2020 has been extracted without material
    adjustment from TMC’s Unaudited Consolidated Financial Statements for six months ended 30 September 2021 prepared in accordance
    with IFRS.] [The selected historical key financial information as at 31 December 2021 and for the nine months ended 31 December 2021
    and 31 December 2020 has been extracted without material adjustment from TMC’s Unaudited Consolidated Financial Statements
    for nine months ended 31 December 2021 prepared in accordance with IFRS.] [etc.]
	Consolidated
    income statement


	 	Year
    ended

    31 March	[Three
    Months Ended

    31 December]	[Nine
    Months Ended

    31 December]	[Three
    Months Ended

    30 September]	[Six
    Months Ended

    30 September]	[Three
    Months Ended

    30 June]
	 	[2021]	[2020]	2021	2020	2021	2020	[2021]	[2020]	2021	2020	2021	2020
	Operating
    profit/loss	 	 	 	 	 	 	 	 	 	 	 	 


	Consolidated
    balance sheet


	 	[31
    December]	[30
    September]	[30
    June]	[31
    March]
	 	2021	[2021]	[2021]	[2021]	[2020]
	Net
    financial debt (long term debt plus short term debt minus cash)	 	 	 	 	 




    Page 181


     


    

	[Current ratio (current assets/current liabilities)]*	 	 	 	 	 
	[Debt
    to equity ratio (total liabilities/total shareholder equity)]*	 	 	 	 	 
	[Interest
    cover ratio (operating income/interest expense)]*	 	 	 	 	 


	*

    

    If
    this information appears elsewhere in the Prospectus, including financial information incorporated by reference, it is mandatory
    to include that information here in the Summary

     

    Consolidated
    cash flow statement

    



	 	Year
    ended

    31 March	[Three
    Months Ended

    31 December]	[Nine
    Months Ended

    31 December]	[Three
    Months Ended

    30 September]	[Six
    Months Ended

    30 September]	[Three
    Months Ended

    30 June]
	 	[2021]	[2020]	2021	2020	2021	2020	[2021]	[2020]	2021	2020	2021	2020
	Net
    Cash flow from operating activities	 	 	 	 	 	 	 	 	 	 	 	 
	Net
    Cash flow from financing activities	 	 	 	 	 	 	 	 	 	 	 	 
	Net
    Cash flow from investing activities	 	 	 	 	 	 	 	 	 	 	 	 


	Material
    risk factors pertaining to the credit support providers contained in the prospectus
	TFS:

     

·

    
TFS
    is a holding company and is completely dependent on the performance of its financial services subsidiaries (including the Issuer)
    and affiliates. As a holding company, TFS does not engage in, or conduct, any operating business itself. Its principal assets are
    the shares in its 65 consolidated subsidiaries and nine affiliates. Consequently, TFS is dependent on the economic, financial and
    operating results of its financial services subsidiaries and affiliates and is therefore indirectly exposed to the same risks as
    those faced by its financial services subsidiaries and affiliates, including the Issuer. Any deterioration in the business, financial
    condition or results of operations of the financial services subsidiaries and affiliates of TFS or their ability or willingness to
    pay dividends to TFS would also materially adversely affect the financial condition or results of operations of TFS.

     

	TMC has identified
    in the Prospectus a number of factors which could adversely affect Toyota’s financial condition and results of operations.
    These factors include, among others:

     

·

    
Toyota
    has been, and is expected to continue to be, adversely affected by the spread of COVID-19. For reasons such as government directives
    as well as anticipated reduced demand for its vehicles, Toyota temporarily suspended, or there may be a possibility that Toyota will
    temporarily suspend, production of automobiles and components at selected plants in Japan and overseas. COVID-19 has also affected,
    and is expected to continue to affect, the businesses of Toyota dealers and distributors, as well as certain of Toyota’s third-party
    suppliers and business partners. The global spread of COVID-19 and related matters have adversely affected businesses in a wide variety
    of industries, as well as consumers, all of which negatively impacted demand for Toyota’s vehicles and related financial services.
    The duration of the global spread of COVID-19 and the resulting future effects and impacts are uncertain and difficult to predict.

     

·

    
The
    worldwide automotive market is highly competitive. Toyota faces intense competition from automotive manufacturers in the markets
    in which it operates. Competition in the automotive industry has further intensified amidst difficult overall market conditions.
    In addition, competition is likely to further intensify in light of further continuing globalisation in the worldwide automotive
    industry, possibly resulting in

     





    Page 182


     


    

	industry reorganisations.  Factors affecting competition include product quality and features, safety, reliability, fuel economy, the amount of time required for innovation and development, pricing, customer service and financing terms.  Increased competition may lead to lower vehicle unit sales, which may result in further downward price pressure and adversely affect Toyota’s financial condition and results of operations.  Toyota’s ability to adequately respond to the recent rapid changes in the automotive market and to maintain its competitiveness will be fundamental to its future success in existing and new markets and to maintain its market share.  There can be no assurances that Toyota will be able to compete successfully in the future.

                                                                                 

	·
Toyota
    is sensitive to fluctuations in foreign currency exchange rates and is principally exposed to fluctuations in the value of the Japanese
    yen, the U.S. dollar and the euro and, to a lesser extent, the Australian dollar, the Russian ruble, the Canadian dollar and the
    British pound. Toyota’s consolidated financial statements, which are presented in Japanese yen, are affected by foreign currency
    exchange fluctuations through translation risk, and changes in foreign currency exchange rates may also affect the price of products
    sold and materials purchased by Toyota in foreign currencies through transaction risk. In particular, strengthening of the Japanese
    yen against the U.S. dollar can have an adverse effect on Toyota’s operating results.

     

	·        
     

    

    The
    worldwide automotive industry is subject to various laws and governmental regulations including those related to vehicle safety and
    environmental matters such as emission levels, fuel economy, noise and pollution. In particular, automotive manufacturers such as
    Toyota are required to implement safety measures such as recalls for vehicles that do not or may not comply with the safety standards
    of laws and governmental regulations. In addition, Toyota may, in order to reassure its customers of the safety of Toyota’s
    vehicles, decide to voluntarily implement recalls or other safety measures even if the vehicle complies with the safety standards
    of relevant laws and governmental regulations. If Toyota launches products that result in safety measures such as recalls (including
    where parts related to recalls or other measures were procured by Toyota from a third party), Toyota may incur various costs including
    significant costs for free repairs. Many governments also impose tariffs and other trade barriers, taxes and levies, or enact price
    or exchange controls.

     

	What are the key risks that are specific to the securities?

                                                                                 

	There are also risks associated with the Notes including a range of risks relating to the structure of the Notes, market risks and risks relating to Notes generally including that:

                                                                                 

	·
any
    credit rating assigned to Notes may not adequately reflect all the risks associated with an investment in the Notes;

     

	·        
     

    

    [uncertainty
    about the future of “benchmarks” (such as “LIBOR” and “EURIBOR”) and other interest
    rates or other types of rates and indices that are deemed “benchmarks” may adversely affect the value of, and return
    on, any Notes linked to a “benchmark” and the trading market for such Notes;]

     

	·        
     

    

    [[Bearer
    Notes in new global note form]/[Registered Notes in global form held under the new safekeeping structure] may not satisfy Eurosystem
    eligibility criteria;]

     

	·        
     

    

    the
    Terms and Conditions of the Notes contain provisions which permit their modification without the consent of all investors in certain
    circumstances;

     

	·
investors
    are exposed to the risk of changes in law or regulation affecting the value of their Notes;

     

	·
the
    value of an investor’s investment may be adversely affected by exchange rate movements where the Notes are not denominated
    in the investor’s own currency;

     

	·
there
    may be no or only a limited secondary market in the Notes;

     

·

    
[as
    the Issuer has the right to redeem any Notes at its option, an investor may not be able

    





    Page 183


     


    

	to reinvest
    the redemption proceeds in a manner which achieves the return the investor would have received if the investor had been allowed to
    hold the Notes to maturity and the existence of the option may therefore adversely affect the market value and the secondary market
    for the Notes.]


 


Section
4 – Offer of securities to the public and/or admission to trading on a regulated market


 


	Under
    which conditions and timetable can I invest in this security?
	General
    terms, conditions and expected timetable of the offer, and the plan for distribution
	The issue price
    of the Notes is [       ] per cent. of their aggregate nominal amount.

     

    [The Notes
    may be offered to the public in [specify United Kingdom and/or member states of the European Economic Area]].

     

	Offer Period:

     

    [From the date
    of, and following, publication of the Final Terms being [          ] to [          ].]/[give
    details]

     

	Offer Price:

     

    [The Issuer
    has offered and will sell the Notes to the Managers (as defined below) (and no one else) at the Issue Price of [       ] per cent. less
    a total commission [and concession] of [       ] per cent. of the aggregate nominal amount of the Notes. Managers and Placers (as defined
    below) will offer and sell the Notes to their customers in accordance with arrangements in place between each such Manager and its
    customers (including Placers) or each such Placer and its customers by reference to the Issue Price and market conditions prevailing
    at the time.]/[give details]

     

	Conditions
    to which the offer is subject:

     

    [Offers of
    the Notes are conditional on their issue and are subject to such conditions as are set out in the Syndicate Purchase Agreement dated
    [       ] between the Issuer and the Managers (the “SPA”). As between Managers and their customers (including Placers)
    or between Placers and their customers, offers of the Notes are further subject to such conditions as may be agreed between them
    and/or as is specified in the arrangements in place between them.]/[give details]

     

	Description
    of the application process:

     

    [A prospective
    Noteholder will purchase the Notes in accordance with the arrangements in place between the relevant Manager and its customers or
    the relevant Placer and its customers, relating to the purchase of securities generally. Noteholders (other than Managers) will not
    enter into any contractual arrangements directly with the Issuer in connection with the offer or purchase of the Notes.]/[give
    details]

     

	Description
    of possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants:

     

    [Not Applicable]/[give
    details]

     

	Details of
    the minimum and/or maximum amount of the application:

     

    [There are
    no pre-identified allotment criteria. The Managers and the Placers will adopt allotment and/or application criteria in accordance
    with customary market practices and applicable laws and regulations and/or as otherwise agreed between them.]/[give details]/[Not
    Applicable]

     

	Method and
    time limits for paying up and delivering the Notes:

     

    [The Notes
    will be purchased by the Managers from the Issuer on a delivery versus payment basis on the Issue Date. Prospective Noteholders will
    be notified by the relevant Manager or Placer of their allocations of Notes and the settlement arrangements in respect thereof.]/[give
    details]

     

	Manner in and
    date on which results of the offer are to be made public:

    





    Page 184


     


    

	[Not Applicable]/[give
    details]

     

    Procedure for
    exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

     

    [Not Applicable]/[give
    details]

     

    Whether tranche(s)
    have been reserved for certain countries:

     

    [Not Applicable]/[give
    details]

     

    Process for
    notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made:

     

    [Prospective
    Noteholders will be notified by the relevant Manager or Placer in accordance with the arrangements in place between such Managers
    or Placers and its customers. Any dealings in the Notes which take place will be at the risk of prospective Noteholders.]/[give
    details]/[Not Applicable].

     

    Amount of any
    expenses and taxes charged to the subscriber or purchaser:

     

    [Not Applicable]/[give
    details]

     

    Name(s) and
    address(es), to the extent known to the Issuer, of the Placers in the various countries where the offer takes place:

     

    [None known
    to the Issuer]/[specify]

     

	Details
    of the admission to trading on a regulated market

     

    [The Notes
    will be admitted to trading on the London Stock Exchange’s main market and admitted to the Official List of the Financial Conduct
    Authority.]/[The Notes will be admitted to trading on the regulated market of Euronext Dublin and admitted to the Official List of
    Euronext Dublin.]

     

	Estimate
    of the total expenses of the issue and/or offer, including estimated expenses charged to the investor by the issuer or the offeror

     

    Estimated total
    expenses of the issue and/or offer of the Notes are: [         ]. [The Issuer will not
    charge any expenses to the investor.]/[specify]

     

	Who
    is the offeror?
	The only offerors
    authorised to use the Issuer’s Base Prospectus to make an offer to the public of the Notes where there is no exemption from
    the obligation under the Prospectus Regulation (EU) 2017/1129, and the Prospectus Regulation (EU) 2017/1129 as it forms part of UK
    domestic law by virtue of the European Union (Withdrawal) Act 2018, to publish a prospectus (a “Non-Exempt Offer”)
    during the Offer Period are the relevant Dealers [       ] (the “Managers”, and each an “Authorised Offeror”)+
    and:

     

    [(a)the
    following financial intermediaries [                 ]+
    ;and/or

     

    (b)       any
    financial intermediary which is authorised to make such offers under the Markets in Financial Instruments Directive 2014/65/EU and/or
    under the UK’s Financial Services and Markets Act 2000, and which has been authorised directly or indirectly by [the Issuer
    or]/[any of the Managers (on behalf of the Issuer)] to make such offers, provided that such financial intermediary states on its
    website (I) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (II) it is relying
    on the Issuer’s Base Prospectus for such Non-exempt Offer with the consent of the Issuer and (III) the conditions attached
    to that consent (the “Placers”, and each an “Authorised Offeror”).]

     

    + [add details
    of domicile and legal form, the law under which the offeror operates and its country of incorporation]

     





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	[AN
    INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND
    SALES OF SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN
    PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT ARRANGEMENTS.  THE
    ISSUER WILL NOT BE A PARTY TO ANY SUCH TERMS AND ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH THE NON-EXEMPT OFFER OR SALE
    OF THE NOTES CONCERNED AND, ACCORDINGLY, THE ISSUER’S BASE PROSPECTUS AND THE APPLICABLE FINAL TERMS WILL NOT CONTAIN SUCH
    INFORMATION.  THE INVESTOR MUST LOOK TO THE RELEVANT AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF
    SUCH INFORMATION AND THE RELEVANT AUTHORISED OFFEROR WILL BE RESPONSIBLE FOR SUCH INFORMATION.  NEITHER THE ISSUER NOR
    ANY MANAGER OR DEALER (EXCEPT WHERE SUCH MANAGER OR DEALER IS THE RELEVANT AUTHORISED OFFEROR) HAS ANY RESPONSIBILITY OR LIABILITY
    TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.]
	Why
    is the prospectus and these final terms being produced?
	The Prospectus
    and these Final Terms have been prepared for the purposes of making a Non-exempt offer of the Notes during the Offer Period and/or
    for the purposes of trading the Notes on [the London Stock Exchange’s main market and admission to the Official List of the
    Financial Conduct Authority]/[Euronext Dublin’s regulated market and admission to the Official List of Euronext Dublin.]
	Reasons
    for the offer or for the admission to trading on a regulated market and use and estimated net proceeds

     

    The estimated
    net proceeds of [       ] from the issue of the Notes will be applied by the Issuer for its general corporate purposes, which include making
    a profit. [TMF may also use part of the proceeds from the issue of the Notes for the purpose of posting collateral with third party
    hedge providers rather than for the purpose of on-lending to other Toyota companies.]

     

	Syndicate
    Purchase Agreement

     

    Subject to
    such conditions as are set out in the SPA, the Managers have agreed to purchase the aggregate nominal amount of the Notes.

     

    Material
    conflicts of interest pertaining to the offer or the admission to trading

     

	Purchasers
    may be paid fees in relation to the issue of the Notes under the Programme.  The [Dealers/Managers/Purchasers] will be
    paid aggregate commissions equal to [       ] per cent. of the aggregate nominal amount of the
    Notes.  Any [Dealer/Manager/Purchaser] and its affiliates may have engaged, and may in the future engage, in investment
    banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary
    course of business.




    Page 186


     


    

ANNEX B TO APPENDIX
D


 


Part C


 


FORM OF ISSUE
TERMS IN CONNECTION WITH EXEMPT NOTES


 


[PROHIBITION
OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any [retail] investor in the European Economic Area (“EEA”). [For
these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the “Prospectus
Regulation”).] [Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.]]


 


[PROHIBITION
OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any [retail] investor in the United Kingdom (“UK”). [For these
purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
(“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as
amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129
as it forms part of UK domestic law by virtue of the EUWA [(the “UK Prospectus Regulation”)].] [Consequently, no key
information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK
PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.]]


 


[MiFID
II product governance / Retail investors [(limited to those resident in [insert relevant jurisdiction(s)] only)], professional
investors and ECPs target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties[,]/[and] professional clients [outside the European Economic Area (“EEA”),] [and]/[as well as] retail
clients [(limited to those resident in [insert relevant jurisdiction(s)] only),] each as defined in [MiFID II]/[Directive 2014/65/EU
(as amended, “MiFID II”)]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional
clients [outside the EEA,] [and retail clients (limited to those resident in [insert relevant jurisdiction(s)] only)] are appropriate[,
subject to compliance with applicable [insert relevant jurisdiction(s)] securities laws and regulations.] [; and (iii) the following
channels for distribution of the Notes to retail clients are appropriate - investment advice, portfolio management, non-advised sales
and pure execution services - subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.]
Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration
the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market
assessment) and determining appropriate distribution channels [outside the EEA with all


 




    Page 187


     


    

sales], subject
to the distributor’s suitability and appropriateness obligations under [MiFID II, as applicable.]/[[insert relevant jurisdiction(s)]
securities laws and regulations.]]


 


[UK
MiFIR product governance / Retail investors [(limited to those resident in [insert relevant jurisdiction(s)] only)], professional
investors and ECPs target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”)[,]/[and] professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]
(“UK MiFIR”) [outside the United Kingdom (“UK”),] [and]/[as well as] retail clients [(limited to
those resident in [insert relevant jurisdiction(s)]/[as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]] only); and (ii) all channels for distribution
of the Notes to eligible counterparties, professional clients [outside the UK,] [and retail clients (limited to those resident in [insert
relevant jurisdiction(s)] only)] are appropriate[, subject to compliance with applicable [insert relevant jurisdiction(s)]
securities laws and regulations.] [; and (iii) the following channels for distribution of the Notes to retail clients are appropriate
- investment advice, portfolio management, non-advised sales and pure execution services - subject to the distributor’s suitability
and appropriateness obligations under COBS, as applicable.] Any person subsequently offering, selling or recommending the Notes (a “UK
distributor”) should take into consideration the manufacturer[’s/s’] target market assessment; however, a UK distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and
determining appropriate distribution channels [outside the UK with all sales], subject to the UK distributor’s suitability and
appropriateness obligations under [COBS, as applicable.]/[[insert relevant jurisdiction(s)] securities laws and regulations.]]


 


[MiFID
II product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer’s
product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients only, each as defined in [MiFID II]/[Directive 2014/65/EU (as amended,
“MiFID II”)]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take
into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’]
target market assessment) and determining appropriate distribution channels.]


 


[UK
MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer’s
product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018]/[EUWA]
(“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a “UK distributor”) should take
into consideration the manufacturer[’s/s’] target market assessment; however, a UK distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution
channels.]


 




    Page 188


     


    

[Notification
under Section 309B of the Securities and Futures Act (Chapter 289) of Singapore – In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”) and the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are [prescribed capital
markets products]/[capital markets products other than prescribed capital markets products] (as defined in the CMP Regulations 2018)
and [are] [Excluded]/[Specified] Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]1]
[2


 


Issue Terms


 


Dated [       ]


 


[TOYOTA MOTOR
FINANCE (NETHERLANDS) B.V.]


 


[TOYOTA CREDIT
CANADA INC.]


 


[TOYOTA FINANCE
AUSTRALIA LIMITED (ABN 48 002 435 181)]


 


[TOYOTA MOTOR
CREDIT CORPORATION]


 


[Legal Entity
Identifier (“LEI”): [     ]]


 


Issue of [Aggregate
Nominal Amount of Tranche] [Title of Exempt Notes]

under the €60,000,000,000

Euro Medium Term Note Programme

established by

Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

Toyota Finance Australia Limited and Toyota Motor Credit Corporation


 


PART A –
CONTRACTUAL TERMS


 


Terms
used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Programme
Memorandum dated 17 September 2021 [and the supplement[s] to it dated [date] [and [date]]], including all documents incorporated
by reference ([the Programme Memorandum as so supplemented,] the “Programme Memorandum”). The Programme Memorandum
does not constitute a base prospectus for the purposes of (1) [Regulation (EU) 2017/1129 as it forms part of [United Kingdom]/[UK] domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation];
and (2) [Regulation (EU) 2017/1129 (the “Prospectus Regulation”)]/[the Prospectus Regulation] and these Issue Terms
do not constitute the final terms of the Notes for the purposes of Article 8 of the UK Prospectus Regulation or Article 8 of the Prospectus
Regulation. These are the Issue Terms of the Notes described herein and must be read in conjunction with the Programme Memorandum to
obtain all the relevant information. The Financial Conduct Authority of the UK and the Central Bank of Ireland have neither approved
nor reviewed the information contained in these Issue Terms and the Programme Memorandum in connection with the Notes. The Programme
Memorandum has been published on the website of the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-


 


 


 






 









		1	Insert
                                            “prescribed capital market products” and “Excluded Investment Products”
                                            or, if not, amend Singapore product classification.








		2	Relevant
                                            Dealer(s) to consider whether it/they have received the necessary Singapore product classification
                                            from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA.




    Page 189


     


    

news/market-news-home.html
and the website of Euronext Dublin at https://live.euronext.com/en/markets/dublin.


 


[The
following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus with an
earlier date.


 


Terms
used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”)
set forth in and extracted from the Prospectus dated [18 September 2020/13 September 2019/14 September 2018] and which
are incorporated by reference in the Programme Memorandum dated 17 September 2021. These are the Issue Terms of the Notes described herein
and must be read in conjunction with the Programme Memorandum dated 17 September 2021,
including the Conditions which are incorporated by reference in it [and the supplement[s] to it dated [date] [and [date]]], including
all documents incorporated by reference ([the Programme Memorandum as so supplemented,] the “Programme Memorandum”)
to obtain all the relevant information. The Programme Memorandum does not constitute a base prospectus for the purposes of (1) [Regulation
(EU) 2017/1129 as it forms part of [United Kingdom]/[UK] domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK
Prospectus Regulation”)]/[the UK Prospectus Regulation]; and (2) [Regulation (EU) 2017/1129 (the “Prospectus Regulation”)]/[the
Prospectus Regulation] and these Issue Terms do not constitute the final terms of the Notes for the purposes of Article 8 of the UK Prospectus
Regulation or Article 8 of the Prospectus Regulation. The Financial Conduct Authority of the UK and the Central Bank of Ireland have
neither approved nor reviewed the information contained in these Issue Terms and the Programme Memorandum in connection with the Notes.
The Programme Memorandum has been published on the website of the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and the website of Euronext Dublin at https://live.euronext.com/en/markets/dublin.]


 


[Include
whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below,
even if “Not Applicable” is indicated for individual paragraphs (in which case the sub-paragraphs of the paragraphs which
are not applicable can be deleted). Italics denote guidance for completing the Issue Terms.]


 


	1.	(i)	Issuer:	[         ]
	 	(ii)	Credit Support Providers:	Toyota Motor
    Corporation

    

    LEI - 5493006W3QUS5LMH6R84 

    Toyota Financial
    Services Corporation

    

    LEI - 353800WDOBRSAV97BA75 

	2.	[(i)]	Series Number:	[         ]
	 	[(ii)]	Tranche Number:	[         ]
	 	[(iii)]	Uridashi Notes:	[Applicable]/[Not Applicable]
	 	[(iv)]	Date on which the Notes will be consolidated and form a single Series:	[Not Applicable]/[The Notes shall be consolidated and form a single
    Series and be interchangeable for trading purposes with the [insert description of the Series] on [insert date/the
    Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 25 below
    [which is expected to occur on or about [insert date]]].]


	3.	Specified Currency:	[         ]
	4.	Aggregate Nominal Amount:	[         ]




    Page 190


     


    

	 	[(i)]	Series:	[         ]
	 	[(ii)]	Tranche:	[         ]


	5.	Issue Price:	[         ]
    per cent. of the Aggregate Nominal Amount [plus [         ] days’ accrued interest
    in respect of the period from, and including, [insert date] to, but excluding, [insert date] (if applicable)]


	6.	(i)	Specified Denominations:	[
        ] 

    [[€100,000]
    and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form
    will be issued with a denomination above [€199,000].]

    

	 	(ii)	Calculation Amount:	[
             ]

    

    (If
    there is only one Specified Denomination, insert the Specified Denomination.

    

    If
    there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. There must
    be a common factor in the case of two or more Specified Denominations)

    
	7.	(i)	Trade Date:	[         ]
	 	(ii)	Issue Date:	[         ]
	 	(iii)	Interest Commencement Date:	[
        ]/[Issue Date]/[Not Applicable] 

    (N.B. An
    Interest Commencement Date will not be relevant for certain Notes, for example, Zero Coupon Notes)

    



	8.	Maturity Date:	[         
    ]

    

    [Fixed rate
    - Specify date / Floating rate - Interest Payment Date falling in or nearest to [specify month and year]]

    

    (N.B.
    The Maturity Date may need to be not less than one year after the Issue Date and, in the case of Notes issued by TMF, should not
    be more than 50 years after the Issue Date)

    
	9.	Interest Basis:	[[
         ] per cent. Fixed Rate] 

    [Fixed Rate Step-up/Step-down]

    

    [[          
] month [LIBOR/EURIBOR/CAD-BA-CDOR/SONIA] +/– [         ]
per cent. Floating Rate] 

    [Zero Coupon]

    

    (See paragraph
16/17/18 below) 

	10.	Redemption Basis:	Redemption at par
	11.	Change of Interest Basis:	[Not Applicable]/[For
    the period from (and including) the Interest Commencement Date, up to (but excluding) [specify date] paragraph




    Page 191


     


    

	 	 	[16/17] applies and for the period from (and including)
    [specify date], up to (but excluding) the Maturity Date, paragraph [16/17] applies]
	12.	Put/Call Options:	[Investor Put
    Option]

    

    [Issuer Call Option] 

    [Issuer Maturity
    Par Call Option]

    

    [Issuer Make-Whole
Call Option] 

    [Not Applicable]

    

    [(See paragraph(s)
19/20/21/22 below)] 



	13.	(i)	Status of the Notes:	Senior
	 	(ii)	Nature of the Credit Support:	See “Relationship of TFS and the Issuers with
    the Parent” in the Programme Memorandum dated 17 September 2021


	14.	Date [Board]/[Executive Committee of the Board] approval
    for issuance of Notes obtained:	[         ]
	15.	Negative Pledge covenant set out in Condition 3:	[Applicable [Uridashi Notes only]]/[Not Applicable]



 

	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 



 

	16.	Fixed Rate Note Provisions 	[Applicable]/[Not
    Applicable]

     

    (If
    not applicable, delete the remaining sub-paragraphs of this paragraph)

    


	 	(i)	Fixed Rate(s) of Interest:	[         ]
    per cent. per annum payable [[         ] in arrear] on each Interest Payment Date [from,
    and including, [         ] to, but excluding, [         ]]
    [. The first Fixed Interest Period shall be the period commencing on, and including, the Interest Commencement Date and ending on,
    but excluding, [         ] (short first coupon)]
	 	(ii)	Interest Payment Date(s):	[         ]
    [and [         ]] in each year from, and including, [         ]
    up to, and including, [the Maturity Date]/[         ] [adjusted in accordance with the
    [Following Business Day Convention]/ [Modified Following Business Day Convention]]/ [         ]
    [with the Additional Business Centres for the definition of “Business Day” being [         ]]
    [[adjusted]/[with no adjustment] for period end dates]/[. For the avoidance of doubt, the Fixed Coupon Amount [and the Broken Amount]
    shall remain unadjusted]




    Page 192


     


    

	 	(iii)	Fixed Coupon Amount(s):	[         ]
    per Calculation Amount (applicable to [the Notes in definitive form]/[Uridashi
    Notes]) [and [         ] per Aggregate Nominal Amount of the Notes (applicable to the
    Notes in global form)], payable [[         ] in arrear] on [         ]/[each
    Interest Payment Date][, except for the amount of interest payable on the [first]/[last] Interest Payment Date falling on [         ]][.
    [This]/[These] Fixed Coupon Amount[s] appl[ies]/[y] if the Notes are represented by a global Note or are in definitive form]
	 	(iv)	Broken Amount(s):	[[         ]
    per Calculation Amount (applicable to [the Notes in definitive form]/[Uridashi Notes]) [and [         ]
    per Aggregate Nominal Amount of the Notes (applicable to the Notes in global form)], payable on the [first]/[last] Interest Payment
    Date falling on [         ]] [. This Broken Amount applies if the Notes are represented
    by a global Note or are in definitive form]/[Not Applicable]
	 	(v)	[Fixed] Day Count Fraction:	[Actual/Actual (ICMA)]/[Actual/Actual (ISDA)]/ [30/360]/[Actual/360]/[Actual/Actual
    Canadian Compound Method]/[Actual/365 (Fixed)]
	 	(vi)	Determination Date(s):	[[       
    ] in each year]/[Not Applicable]

     

    (Insert
    regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. N.B. Only
    relevant where the Fixed Day Count Fraction is Actual/Actual (ICMA))

    


	17.	Floating Rate Note Provisions	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this
paragraph)  



	 	(i)	[Specified]/[Interest] Period(s)/[Specified]
    Interest Payment Dates:	[         ]
    / [         ] in each year [subject to adjustment in accordance with the Business Day
    Convention set out in (iii) below]
	 	(ii)	First Interest Payment Date:	[         ]
	 	(iii)	Business Day Convention:	[Floating Rate Convention]/[Following Business
    Day Convention]/[Modified Following Business Day Convention]/[Preceding
    Business Day Convention]
	 	(iv)	Additional Business Centre(s):	[         ]
	 	(v)	Manner in which the Rate of Interest and Interest Amount is/are to be
    determined:	[Screen Rate Determination]/[ISDA
    Determination]
	 	(vi)	Party responsible for calculating the Rate of Interest and Interest Amount
    (if not the	[         ]




    Page 193


     


    

	 	 	Agent) (the “Calculation Agent”):	 
	 	(vii)	Screen Rate Determination:	[Applicable]/[Not Applicable]
	 	 	- Reference Rate:	[         ]
    month [LIBOR/EURIBOR/CAD-BA-CDOR/SONIA]
	 	 	- Calculation Method:	[Compounded Daily Rate]/[Compounded Index Rate]/[Not Applicable]
	 	 	- D:	[365]/[         ]
	 	 	- Observation Method:	[Lag]/[Shift]/[Not Applicable]
	 	 	- SONIA Compounded Index:	[         ]/[Not Applicable]
	 	 	- Relevant Financial Centre:	[London/Brussels/Toronto/specify other Relevant
    Financial Centre]
	 	 	- Interest Determination Date(s):	[
            ]

    

    (Second
    London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest
    Period if Sterling LIBOR or CAD-BA-CDOR, the second day on which TARGET2 System is open prior to the start of each Interest Period
    if EURIBOR or euro LIBOR and the [       ] London Banking Day prior to the relevant Interest Payment Date for each Interest Period if SONIA)

    
	 	 	- Relevant Number:	[         ]/[Not
    Applicable]
	 	 	- Relevant Screen Page:	[
            ]/[Not Applicable]

    

    (Insert
    page on which the Reference Rate is for the time being displayed on Reuters Monitor Money Rates Service or Dow Jones Markets Limited
    for LIBOR/EURIBOR/CAD-BA-CDOR/SONIA)

    
	 	 	 	(In the case of EURIBOR, if not Reuters EURIBOR01
    ensure it is a page which shows a composite rate)
	 	 	- Specified Time:	[11:00
    a.m. [London/Brussels] time]

    [In the case of LIBOR/EURIBOR]/

    

    [10:00
    a.m. Toronto time] [In the case of CAD-BA-CDOR]/[[       ] in the case of SONIA]/[Not
    Applicable]

    

	 	 	- Reference Banks:	[         ]/[Not Applicable]
	 	 	- Observation Look-Back Period:	[         ] London Banking
    Days (for SONIA)/[Not Applicable]
	 	(viii)	ISDA Determination:	[Applicable]/[Not Applicable]
	 	 	- Floating Rate Option:	[         ]
	 	 	- Designated Maturity:	[         ]
	 	 	- Reset Date:	[         ]




    Page 194


     


    

	 	 	 	(The first day of the Interest Period)
	 	(ix)	Linear Interpolation:	[Not
    Applicable/Applicable – the Rate of Interest for the [long/short] [first/last] Interest Period or Specified Period shall be
    calculated using Linear Interpolation

    

    (Specify
    for each short or long Interest Period)]

    
	 	(x)	Margin(s):	[+/-][        ]
    per cent. per annum
	 	(xi)	Minimum Rate of Interest:	[         ]
    per cent. per annum
	 	(xii)	Maximum Rate of Interest:	[[         ]
    per cent. per annum]/[Not Applicable]
	 	(xiii)	Day Count Fraction:	[Actual/Actual (ISDA)] [Actual/Actual]

    [Actual/365 (Fixed)]

    [Actual/360]

    [30/360] [360/360] [Bond Basis]

    [30E/360] [Eurobond Basis]

    [30E/360 (ISDA)]

    [Actual/365 (Sterling)]


	18.	Zero Coupon Note Provisions 	[Applicable]/[Not
    Applicable]

    

    (If
    not applicable, delete the remaining sub-paragraphs of this paragraph)

    


	 	(i)	Accrual Yield:	[         ]
    per cent. per annum
	 	(ii)	Reference Price:	[         ]



 

	PROVISIONS RELATING TO REDEMPTION



 

	19.	Issuer Call Option	[Applicable]/[Not
    Applicable]

    

    (If not
applicable, delete the remaining sub-paragraphs of this paragraph) 



	 	(i)	Optional Redemption Date(s):	[         ]
	 	(ii)	Optional Redemption Amount(s) of each Note:	[         ]
    per Calculation Amount
	 	(iii)	If redeemable in part:	[Applicable]/[Not Applicable]
	 	 	(a)

    

    Minimum
    Redemption Amount:

    
	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	 	(b)

    

    Maximum
    Redemption Amount:

    
	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	(iv)	Notice periods (if other than set out in the Conditions):	[Minimum period:
    [       ] days]/[Not Applicable]

    

    [Maximum period:
[       ] days]/[Not Applicable] 



	20.	Issuer Maturity Par Call Option	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this
paragraph)  

	 	[Notice periods (if other
    than set out in the Conditions):]	[Minimum period:
    [       ] days]/[Not Applicable]

    

    [Maximum period:
[       ] days]/[Not Applicable] 





    Page 195


     


    

	21.	Issuer Make-Whole Call Option	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this
paragraph)  

	 	(i)


    Optional Redemption Date(s):

    	[         ]/[at
    any time that is more than 90 days prior to the Maturity Date]
	 	(ii)


    Optional Redemption Amount
    of each Note:

    	[[         ]
    per Calculation Amount]/[Special Redemption Amount]
	 	(iii)


    Specified Time for Special
    Redemption Amount:

    	[         ]/[Not
    Applicable]
	 	(iv)

    

    Redemption Margin:

    	[[         ]
    per cent.]/[Not Applicable]
	 	(v)

    

    If redeemable in part:

    	[Applicable]/[Not Applicable]
	 	(a)

    

    Minimum Redemption Amount:

    	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	(b)

    

    Maximum Redemption Amount:

    	[[         ]
    per Calculation Amount]/[Not Applicable]
	 	(vi)


    Calculation Agent (if
    not the Agent) (the “Calculation Agent”):

    	[Not Applicable]/[         ]
	 	(vii)


    Notice
    periods (if other than set out in the Conditions):

    	[Minimum period:
    [       ] days]/[Not Applicable]

    

    [Maximum period:
[       ] days]/[Not Applicable] 

	22.	Investor Put Option	[Applicable]/[Not
    Applicable]

    

    (If
not applicable, delete the remaining sub-paragraphs of this
paragraph)  



	 	(i)	Optional Redemption Date(s):	[         ]
	 	(ii)	Optional Redemption Amount(s) of each Note:	[         ]
    per Calculation Amount


	23.	Final Redemption Amount	[         ]
    per Calculation Amount
	24.	Early Redemption Amount	 
	 	Early Redemption Amount payable on redemption for taxation reasons or on event of default or other earlier redemption:

                                                      
	[         ]
    per Calculation Amount


	GENERAL PROVISIONS APPLICABLE TO THE NOTES


 


	25.	Form of Notes:	 


	 	 	 	[
            ]

    

    (Insert
    description that is consistent with one of the options in the “Form of the Notes” section of the Programme Memorandum)

    



	26.	[New Global Note]/[New
    Safekeeping Structure]:	[Yes]/[No]




    Page 196


     


    

	27.	Additional Financial Centre(s):	[Not Applicable/give
    details]

    

    (Note that
this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraph 16(ii) or 17(iv) relates) 

	28.	Talons for future Coupons to be attached to definitive Notes:	[No]/[Yes.  As the Notes have more than 27 coupon payments,
    Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made.]
	29.	Reference Currency Equivalent (if different from US dollars as set out
    in Condition 5(h)):	[Not Applicable/give details]
	30.	Defined terms/Spot Rate (if different from that set out in Condition 5(h)):	[Not Applicable/give details]
	31.	Calculation Agent responsible for calculating the Spot Rate for the purposes
    of Condition 5(h) (if not the Agent):	[Not Applicable/give details]
	32.	RMB Settlement Centre(s) for the purposes of Conditions 5(a) and 5(h):	[Not Applicable/give details]
	33.	Settlement (if different from that set out in Condition 5(h)):	[Not Applicable/give details]
	34.	Relevant Benchmark:	[[specify benchmark] is provided by [administrator legal
    name].  As at the date hereof, [administrator legal name] [appears]/[does not appear] in the register of administrators
    and benchmarks established and maintained by ESMA [and/or the FCA] pursuant to Article 36 (Register of administrators and benchmarks)
    of the EU Benchmarks Regulation [and/or Article 36 (Register of administrators and benchmarks) of the UK Benchmarks Regulation[,
    respectively]]]/[Not Applicable]




    Page 197


     


    

	RESPONSIBILITY
	The Issuer accepts responsibility for the information
    contained in these Issue Terms.  [[Relevant third party information] has been
    extracted from [specify source].  The Issuer confirms that such information has been accurately reproduced and that,
    so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted
    which would render the reproduced information inaccurate or misleading.]/[With respect to any information included herein and specified
    to be sourced from a third party, the Issuer confirms that any such information has been accurately reproduced and that, so far as
    it is aware and is able to ascertain from information available to it from such third party, no facts have been omitted which would
    render the reproduced information inaccurate or misleading.]
	 
	 


	Signed on behalf of the Issuer:
	 
	 
	[NAME OF ISSUER]
	 
	 


	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	Duly authorised	 


 


cc:The
Bank of New York Mellon, acting through its London branch

[Registered Notes – BNY Trust Company of Canada / The Bank of New York Mellon SA/NV, Luxembourg Branch (TCCI only)]

[Registered Notes – The Bank of New York Mellon SA/NV, Luxembourg Branch (TMCC only)]


 




    Page 198


     


    

PART B –
OTHER INFORMATION


 


	1.

    

    LISTING
    AND ADMISSION TO TRADING

    



	(i)

    

    Listing
    and admission to trading:

    
	[Not
    Applicable]/[       ].

    
	(ii)

    

    Estimate
    of total expenses related to admission to trading:

    
	[         ]


	2.

    

    RATINGS

    
	 
	Credit Ratings:	[The Notes to be issued [have been]/[are expected to
    be] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]:
	 	[Moody’s Japan K.K. (“Moody’s
    Japan”): [         ]]
	 	[Moody’s Investors Service, Inc. (“Moody’s”):
    [          ]]
	 	[S&P Global Ratings, acting through S&P Global
    Ratings Japan Inc. (“Standard & Poor’s Japan”): [          ]]
	 	[Fitch Ratings, Inc. (“Fitch”):
    [          ]]
	 	(Need to include an explanation of the meaning of
    the ratings if this has previously been published by the rating provider.)
	 	(The above disclosure should reflect the rating
    allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)
	 	[Moody’s Japan, Moody’s, Standard &
    Poor’s Japan and Fitch are not established in the European Union or the UK and have not applied for registration under Regulation
    (EC) No. 1060/2009 (as amended, the “CRA Regulation”) or Regulation (EC) No. 1060/2009 as it forms part of UK
    domestic law by virtue of the [[European Union (Withdrawal) Act 2018]/[EUWA]] (the “UK CRA Regulation”), respectively.  However,
    Moody’s Deutschland GmbH has endorsed the ratings of Moody’s Japan and Moody’s, S&P Global Ratings Europe Limited
    has endorsed the ratings of Standard & Poor’s Japan, and Fitch Ratings Ireland Limited has endorsed the ratings of Fitch,
    in accordance with the CRA Regulation and Moody’s Investors Service Ltd. has endorsed the ratings of Moody’s Japan and
    Moody’s, S&P Global Ratings UK Limited has endorsed the ratings of Standard & Poor’s Japan, and Fitch Ratings
    Ltd has endorsed the ratings of Fitch, in accordance with the UK CRA Regulation.  Each of Moody’s Deutschland GmbH,
    S&P Global Ratings Europe Limited and Fitch Ratings Ireland Limited is established in the European Union and is registered under
    the CRA Regulation.  Each of Moody’s Investors Service Ltd., S&P Global Ratings UK Limited and Fitch Ratings
    Ltd is established in the UK and is registered under the UK 




    Page 199


     


    

	 	CRA Regulation.]
	 	[The Issuer has not applied to Moody’s [Japan]
    or Standard & Poor’s Japan [or Fitch] for ratings to be assigned to the Notes.]
	 	Credit ratings are for distribution only to a person
    (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act 2001 of Australia (“Australian
    Corporations Act”) and is also a person in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Australian
    Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction
    in which the person may be located.  Anyone who is not such a person is not entitled to receive this Final Terms and anyone
    who receives this Final Terms must not distribute it to any person who is not entitled to receive it.



 

	3.

    

    INTERESTS
    OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

    

     

    Save
[as discussed in “Subscription and Sale” in the Programme Memorandum] / [as set out below] / [for any fees payable
to the [Purchasers/Dealers/Managers]], so far as the Issuer is aware, no person involved in the
issue of the Notes has an interest material to the offer. [The [Purchasers/Dealers/Managers] and their affiliates may have engaged, and
may in the future engage, in the ordinary course of their business activities, in lending, advisory, corporate finance services, investment
banking and/or commercial banking transactions with, and may perform the services for, the Issuer and its affiliates and/or for companies
involved directly or indirectly in the sector in which the Issuer and/or its affiliates operate.] (Amend as appropriate if there are
any other interests.) 

     

	4.

    

    REASONS
    FOR THE OFFER AND ESTIMATED NET PROCEEDS

     




  	Reasons for the offer:	[As set out
    in “Use of Proceeds” in the Programme Memorandum dated 17 September 2021]/[       ]

    

    (See
    “Use of Proceeds” wording in the Programme Memorandum – if the reasons for the offer are different from what is
    disclosed in the Programme Memorandum, give details here, including, as the case may be, details of Eligibility Models, Eligibility
    Criteria and Use of Proceeds Report (including the website location of the Use of Proceeds Report and details of compliance monitoring))

    

	Estimated net proceeds:	[         ]

                                                         

	5.

    

    Fixed
    Rate Notes only – YIELD

     




  	Indication of
    yield:	[
             ]

    

    Calculated
    as [include specific details of method of calculation in summary form] on the Issue Date.

    

    As
set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 





    Page 200


     


    

	6.

    

    OPERATIONAL
    INFORMATION 

    

	(i) 

    ISIN:

    
	[         ] 
	(ii)

    

    Common
    Code:

    
	[         ]
	(iii)

    

    Any
clearing system(s) other than Euroclear Bank
SA/NV and Clearstream Banking S.A. and the relevant identification number(s): 
	[Not Applicable/give
    name(s) and number(s)]
	(iv)

    

    Delivery:

    
	Delivery [against] / [free of] payment
    
	(v)

    

    Names
    and addresses of additional Paying Agent(s) (if any):

    
	[         ]
	(vi)

    

    Deemed
    delivery of clearing system notices for the purposes of Condition 16 (Notices):

    
	Any notice delivered to Noteholders through the clearing
    systems will be deemed to have been given [on the third day after the day]/[on the day] on which it was given to [Euroclear Bank
    SA/NV and Clearstream Banking S.A.][CDS Clearing and Depository Services Inc.].
	(vii)

    

    Intended
    to be held in a manner which would allow Eurosystem eligibility:

    
	[Yes]/[No]/[Not
    Applicable]

    

    [Note
    that the designation “yes” means that the Notes are
    intended upon issue to be deposited with Euroclear Bank SA/NV or Clearstream Banking S.A. (the “ICSDs”) as common
    safekeeper [[, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper,] [include this text for
    registered Notes]] and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary
    policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life as such recognition
    depends upon satisfaction of the Eurosystem eligibility criteria.] / [Note that the designation “no” means that should
    the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting such criteria, the Notes
    may then be deposited with Euroclear Bank SA/NV or Clearstream Banking S.A. (the “ICSDs”) as common safekeeper
    [[, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper,] [include this text for registered
    Notes]] and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy
    and intra-day credit operations by the Eurosystem at any time during their life as such recognition depends upon satisfaction of
    the Eurosystem eligibility criteria.] (Include this text if “yes” or “no” is selected in which case bearer
    Notes must be issued in NGN form and registered Notes must be held under the NSS.)

     

	7.

    

    DISTRIBUTION

    

	(i) 

    Method
    of distribution:

    
	[Syndicated]/[Non-syndicated]




    Page 201


     


    

	(ii)

    

    If
    syndicated:

    

    (a) 

    Names
    of Managers:

    
	[Not
    Applicable/give names]

     

	(b)

    

    Date
    of Syndicate Purchase

    

    Agreement:

    
	[         ]
	(c) 

    Stabilising
    Manager(s) (if any):

    
	[         ]
	(iii)

    

    If
    non-syndicated, name of Dealer/Purchaser:

    
	[Not Applicable/give name and address]
	(iv)

    

    U.S.
    Selling Restrictions:

    
	[Reg.
    S Category 2; TEFRA C/TEFRA D/TEFRA Not Applicable]

    

    (TEFRA
D, except for certification of non-U.S. beneficial ownership, will apply to all Notes issued by TMCC that have an initial maturity of
183 days or less (taking into consideration unilateral rights to roll or extend)) 

    (For
    Notes issued by TMF, TCCI and TFA, specify if Notes have been issued in reliance on either TEFRA C or TEFRA D)

    

	(v)

    

    Prohibition
    of Sales to EEA Retail Investors:

    
	[Applicable/Not
    Applicable]

     

	(vi)

    

    Prohibition
    of Sales to UK Retail Investors:

    
	[Applicable/Not
    Applicable]

     

	(vii)

    

    Prohibition
    of Sales to Belgian Consumers:

    
	Applicable




    Page 202


     


    

ANNEX
C TO APPENDIX D



FORM OF PURCHASER’S CONFIRMATION TO THE ISSUER


 


[Date]


 


		To:	[Toyota Motor Finance
                                            (Netherlands) B.V.]

                                            [Toyota Credit Canada Inc.]

                                            [Toyota Finance Australia Limited]

                                            [Toyota Motor Credit Corporation]



 


		cc:	The Bank of New
                                            York Mellon, acting through its London branch (the Agent)

                                            [The Bank of New York Mellon SA/NV, Luxembourg Branch (the Registrar)]



 


[Name of Issuer]

[Description of Notes]

issued pursuant to the €60,000,000,000 Euro Medium Term Note Programme

of Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

Toyota Finance Australia Limited (ABN 48 002 435 181) and

Toyota Motor Credit Corporation (the “Programme”)


 


We
hereby confirm the agreement for the issue to us of [describe issue] Notes due [        ] (the
Notes) under the Programme in accordance with the Amended and Restated Programme Agreement dated 17 September 2021 [(the Programme
Agreement)] and pursuant to the terms of issue set out in the Final Terms which we are [providing]/[faxing] herewith.


 


[In connection
with our purchase of such Notes, we:


 


		1.	agree with
                                            the Issuer for itself and as agent for the Dealers (each as defined in the Programme Agreement)
                                            that we will be bound by the provisions of the Programme Agreement (a copy of which has been
                                            supplied to us), with the exception of Clauses 3 to 5 and 10 to 12 inclusive, as if we had
                                            been named as Dealer therein; and



 


		2.	confirm that,
                                            where the Issuer authorises us to provide copies of documents and to make representations
                                            and statements in connection with the issue of Notes, such authorisation relates only to
                                            the documents, statements and representations in Clause 7 of the Programme Agreement, subject
                                            to the limitations contained in that Clause.]



 


[The
Issue Price of the Notes will be [       ] per cent. of the Aggregate Nominal Amount of the Notes.]


 


[The
selling commission in respect of the Notes will be [        ] per cent. of the Aggregate Nominal
Amount of the Notes [(        )] and will be deductible from the Issue Price of the Notes, giving
net proceeds of [        ].]


 


The
Notes are to be credited to [Euroclear Bank SA/NV/Clearstream Banking S.A.] account number [        ]
in the name of [Name of Purchaser].


 




    Page 203


     


    

[Solely
for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the
MiFID Product Governance Rules) we acknowledge that we understand the responsibilities conferred upon us under the MiFID Product
Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying
to the Notes and the related information set out in the Final Terms and any announcements in connection with the Notes.]


 


[Solely
for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK
MiFIR Product Governance Rules) we acknowledge that we understand the responsibilities conferred upon us under the UK MiFIR Product
Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying
to the Notes and the related information set out in the Final Terms and any announcements in connection with the Notes.]


 


If
stabilisation is to be conducted following the safe harbour set out in Article 5 of the Market Abuse Regulation and Delegated Regulation
(EU) 2016/1052, including as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, consider including
the following:


 


[We
hereby acknowledge our appointment by you as the central point responsible for adequate public disclosure of information, and handling
any request from a competent authority, in accordance with Article 6(5) of Commission Delegated Regulation (EU) 2016/1052 of 8 March
2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures[,
including as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018].]


 


[Insert
additional selling restrictions applicable to the issue of the Notes, as agreed to by the Purchaser]


 


[Insert
if Final Terms relate to an Issue of Notes with a Specified Denomination of less than €100,000 (or its equivalent in any other currency)
to be admitted to trading on an EEA or UK regulated market and/or offered on a non-exempt basis in certain EEA Jurisdictions or the UK


 


In
addition, as set out in Appendix 2 of the Programme Agreement (and for the avoidance of doubt, the following provisions are Selling Restrictions
with respect to the Notes and part of the Programme Agreement for the purposes of the issue of the Notes):


 


The
Prospectus has been passported for the purposes of a Non-exempt Offer of Notes to the public and the Issuer understands that [Purchaser]
and any placers authorised on behalf of the Issuer by [Purchaser] involved in the Non-exempt Offer and/or the UK Public Offer
have the Issuer’s consent (subject to the terms and conditions mentioned below) to use the Prospectus and the Final Terms for a
UK Public Offer of the Notes in the UK and/or a Non-exempt Offer of the Notes in [Austria, Germany, Luxembourg, the Netherlands, Norway
and Spain] (such jurisdictions, together with Ireland and the UK, the Jurisdictions and each a Jurisdiction) during the
Offer Period (as defined in the Final Terms).


 


Upon
the execution of this Agreement, [Purchaser] may, during the Offer Period, make a UK Public Offer in the UK and/or a Non-exempt
Offer in any of the other Jurisdictions using the Prospectus and the Final Terms, and otherwise in accordance with the terms and conditions
of this Agreement, the Prospectus and the Final Terms.


 


[Purchaser]
represents and agrees that it has not offered or sold and will not offer or sell in any EEA Member State or in the UK, any Notes other
than by (i) a UK Public Offer in


 




    Page 204


     


    

the UK, and/or
a Non-exempt Offer in any of the other Jurisdictions, during the Offer Period pursuant to, and in accordance with, the Prospectus and
the Final Terms (without modification or supplement); or (ii) an offer to qualified investors (as defined in Article 2 of the Prospectus
Regulation and Article 2 of the UK Prospectus Regulation) or otherwise in compliance with Article 1(4) of the Prospectus Regulation and
Article 1(4) of the UK Prospectus Regulation, and that during the Offer Period, [Purchaser] will ensure that any Placer (as defined
in the Final Terms) purchasing from [Purchaser] any of the Notes has been notified that by accepting such Notes such Placer undertakes
to comply with the foregoing provisions of these Selling Restrictions.


 


[Purchaser]
also represents and agrees that the following provisions contained in the Final Terms under the heading “Terms and Conditions of
the Public Offer” (including where repeated in the Issue Specific Summary set out in the Schedule to the Final Terms), in the second
sentence of the section entitled “Offer Price”, in the section entitled “Conditions to which the offer is subject”,
in the section entitled “Description of the application process”, in the section entitled “Details of the minimum and/or
maximum amount of the application”, in the section entitled “Method and time limits for paying up and delivering the Notes”
and in the section entitled “Process for notifying applicants of the amount allotted and an indication whether dealing may begin
before notification is made” relating to it and its offer and sale process are true and accurate in all respects and that it has
not made any Placers as such known to the Issuer [other than any Placers who are identified as such in the Final Terms].


 


Save
as described above and in the Final Terms, [Purchaser] acknowledges that no action has been taken by the Issuer or any other person
that would, or is intended to, permit a UK Public Offer in the UK and/or a Non-exempt Offer in any of the other Jurisdictions at any
time other than during the Offer Period pursuant to, and in accordance with, the Prospectus and the Final Terms or in any other country
or jurisdiction at any time where any such action for that purpose is required.


 


[Purchaser]
undertakes, that it will not, directly or indirectly, offer or sell any Notes or distribute or publish any offering circular, prospectus,
form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will
result in compliance with any applicable laws and regulations and all offers and sales of Notes by it will be made on the same terms,
and provided that no such offer or sale of Notes shall require the Issuer or [Purchaser] to publish a prospectus pursuant to Article
3 of the Prospectus Regulation or Section 85 of the Financial Services and Markets Act 2000 (as amended) (or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation or Article 23 of the UK Prospectus Regulation) or to take any other action in any
jurisdiction other than as described above.


 


For
the purposes of these Selling Restrictions, the expression an offer of Notes to the public in relation to any Notes in any relevant Jurisdiction
means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Jurisdiction.]


 


-        OR        
-


 


[Insert
if Final Terms relate to an Issue of Notes with a Specified Denomination of less than €100,000 (or its equivalent in any other currency)
to be admitted to trading on an EEA or UK regulated market and/or offered on an exempt basis in the EEA or the UK


 




    Page 205


     


    

In
addition, as set out in Appendix 2 of the Programme Agreement (and for the avoidance of doubt, the following provisions are Selling Restrictions
with respect to the Notes and part of the Programme Agreement for the purposes of the issue of the Notes):


 


		(a)	we represent
                                            and agree, that we have not offered or sold and we will not offer or sell, whether through
                                            financial intermediaries or otherwise, any such Notes to the public in any EEA Member State
                                            or in the UK by means of the Prospectus, the Final Terms or any other document, other than
                                            to qualified investors (as defined in Article 2 of the Prospectus Regulation and Article
                                            2 of the UK Prospectus Regulation);



 


		(b)	we acknowledge
                                            that no action has been taken by the Issuer or any other person that would, or is intended
                                            to permit an offer to the public of any such Notes in any country or jurisdiction at any
                                            time where any such action for that purpose is required; and



 


		(c)	we undertake
                                            that we will not, directly or indirectly, offer or sell any such Notes or distribute or publish
                                            any offering circular, prospectus, form of application, advertisement or other document or
                                            information in any country or jurisdiction except under circumstances that will result in
                                            compliance with any applicable laws and regulations and all offers and sales of any such
                                            Notes by us will be made on the same terms, and provided that no such offer or sale of Notes
                                            by us, whether through financial intermediaries or otherwise, shall require the Issuer, us
                                            or any such financial intermediaries to publish a prospectus pursuant to Article 3 of the
                                            Prospectus Regulation or Section 85 of the Financial Services and Markets Act 2000 (as amended)
                                            or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or Article
                                            23 of the UK Prospectus Regulation.]



 


[Also
for the avoidance of doubt, the Selling Restrictions contained in paragraph [17]/[18] of Appendix 2 to the Programme Agreement are not
Selling Restrictions with respect to the Notes and are not part of the Programme Agreement for the purposes of the issue of the Notes.]


 


[Insert
if Uridashi Notes:


 


Selling
Restrictions


 


In
addition, and for the avoidance of doubt, the following provisions are Selling Restrictions with respect to the Notes and part of the
Programme Agreement for the purposes of the issue of the Notes replacing the selling restrictions relating to Japan, the European Economic
Area and the United Kingdom, respectively:


 


Japan


 


A
secondary distribution (Uridashi) of the Notes is scheduled to be made in Japan. The Notes may not be offered or sold, directly
or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan,
including any corporation or other entity organised under the laws of Japan) except in compliance with the terms of [the securities registration
statement and the amendments thereto/the shelf registration statement, the amendments thereto and the supplemental documents] that have
been, or will be, filed by the Issuer with the Director-General of the Kanto Local Finance Bureau of the Ministry of Finance of Japan
with respect to a secondary distribution (Uridashi) of the Notes in Japan in accordance with the Financial Instruments and


 




    Page 206


     


    

Exchange Law of
Japan or under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the
relevant Japanese governmental and regulatory authorities in effect at the relevant time.


 


European
Economic Area


 


We
confirm that the Notes will not be offered or sold in the European Economic Area.


 


[We
represent and agree that we have not offered, sold or otherwise made available and will not offer, sell or otherwise make available any
Notes to any retail investor in the European Economic Area. For the purposes of this provision:


 


(a)       the
expression “retail investor” means a person who is one (or more) of the following:


 


		(i)	a retail
                                            client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II);
                                            or



 


		(ii)	a customer
                                            within the meaning of Insurance Distribution Directive (Directive (EU) 2016/97 (as amended)),
                                            where that customer would not qualify as a professional client as defined in point (10) of
                                            Article 4(1) of MiFID II; or



 


		(iii)	not a
                                            qualified investor as defined in Article 2 of the Prospectus Regulation; and



 


		(b)	the expression
                                            offer includes the communication in any form and by any means of sufficient information
                                            on the terms of the offer and the Notes to be offered so as to enable an investor to decide
                                            to purchase or subscribe the Notes.]



 


[We
also confirm that no action has been taken by [Issuer] or us that would, or is intended to permit an offer to the public of any
Notes in the European Economic Area at any time where any such action for that purpose is required.]


 


United
Kingdom


 


We
confirm that the Notes will not be offered or sold in the United Kingdom.]


 


[We
represent and agree that we have not offered, sold or otherwise made available and will not offer, sell or otherwise make available any
Notes to any retail investor in the United Kingdom. For the purposes of this provision:


 


(a)       the
expression “retail investor” means a person who is one (or more) of the following:


 


		(i)	a retail
                                            client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
                                            of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or



 


		(ii)	a customer
                                            within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended,
                                            the FSMA) and any rules or regulations made under the FSMA to implement Directive
                                            (EU) 2016/97, where that customer would not qualify as a professional client, as defined
                                            in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic
                                            law by virtue of the EUWA;



 


		(iii)	not a
                                            qualified investor as defined in Article 2 of the UK Prospectus Regulation; and



 




    Page 207


     


    

		(b)	the expression
                                            “offer” includes the communication in any form and by any means of sufficient
                                            information on the terms of the offer and the Notes to be offered so as to enable an investor
                                            to decide to purchase or subscribe the Notes.]



 


[We
also confirm that no action has been taken by [Issuer] or us that would, or is intended to permit an offer to the public of any
Notes in the United Kingdom at any time where any such action for that purpose is required.]


 


[Consider
whether it is appropriate to include “bail-in” provisions]


 


[Contractual
Recognition of Bail-In


 


Notwithstanding
and to the exclusion of any other term of this Letter Agreement, the Programme Agreement or any other agreements, arrangements, or understandings
between [Purchaser] and the Issuer, the Issuer acknowledges, accepts and agrees that a BRRD Liability arising under this Letter
Agreement or the Programme Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges,
accepts and agrees to be bound by:


 


		(a)	the
                                            effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation
                                            to any BRRD Liability of [Purchaser] to the Issuer under this Letter Agreement or
                                            the Programme Agreement, that (without limitation) may include and result in any of the following,
                                            or some combination thereof:



 


		(i)	the
                                            reduction of all, or a portion, of any BRRD Liability or outstanding amounts due thereon;



 


		(ii)	the
                                            conversion of all, or a portion, of any BRRD Liability into shares, other securities or other
                                            obligations of [Purchaser] or another person, and the issue to or conferral on the
                                            Issuer of such shares, securities or obligations;



 


		(iii)	the
                                            cancellation of any BRRD Liability; and



 


		(iv)	the
                                            amendment or alteration of any interest, if applicable, thereon, the maturity or the dates
                                            on which any payments are due, including by suspending payment for a temporary period; and



 


		(b)	the
                                            variation of the terms of this Letter Agreement and/or the Programme Agreement, as deemed
                                            necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in
                                            Powers by the Relevant Resolution Authority.



 


“Bail-in
Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule
from time to time;


 


“Bail-in
Powers” means any Write-down and Conversion Powers as defined in the EU Bail in Legislation Schedule, in relation to the relevant
Bail-in Legislation;


 


“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended
or replaced from time to time;


 




    Page 208


     


    

“BRRD
Liability” means a liability in respect of which the relevant Bail-in Powers may be exercised;


 


“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time; and


 


“Relevant
Resolution Authority” means in respect of [Purchaser], the resolution authority with the ability to exercise any Bail-in
Powers in relation to [Purchaser].]


 


[Unless
otherwise defined in this letter, terms and expressions defined in the Programme Agreement shall have the same meanings in this letter,
except where the context requires otherwise.]


 


This
letter and any non-contractual obligations arising out of or in connection with this letter shall be governed by, and construed in accordance
with, the laws of England.


 


Please
confirm your agreement to the terms of issue by signing and [providing]/[faxing] to us a copy of the attached Final Terms. Please also
[provide]/[fax] a copy of the Final Terms to the Agent [and the Registrar].


 


For and on behalf
of [Name of Purchaser]


 


	By:	 	 
	 	Authorised signatory	 


 


[We confirm our
agreement to the terms of Contractual Recognition of Bail-In set out above in this Purchaser Confirmation Letter.


 


For and on behalf
of [Name of Issuer]


 


	By:	 	 
	 	Authorised signatory]	 




    Page 209


     


    

ANNEX
D TO APPENDIX D



FORM OF THE ISSUER’S CONFIRMATION TO AGENT AND PURCHASER


 


[Date]


 


		To:	The Bank of New York Mellon, acting
through its London branch

[The Bank of New York Mellon SA/NV, Luxembourg Branch]



 


and: [Name of Purchaser]


 


[Name of Issuer]

[Description of Notes] (the “Notes”)

issued pursuant to the €60,000,000,000 Euro Medium Term Note Programme

of Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,

Toyota Finance Australia Limited (ABN 48 002 435 181) and

Toyota Motor Credit Corporation


 


We
hereby confirm our instruction to The Bank of New York Mellon, acting through its London branch, as Agent to prepare, complete, authenticate
and issue [a Temporary Global Note and a Permanent Global Note]/[the Registered Global Note on [       ] and we hereby authorise and instruct
The Bank of New York Mellon SA/NV, Luxembourg Branch as Registrar to register [       ] aggregate nominal amount of Notes on [       ]] in accordance
with:


 


		(a)	the information
                                            contained in the confirmation from [Name of Purchaser] (a copy of which is attached
                                            hereto); [and]



 


		(b)	the terms of
                                            the Operating and Administrative Procedures Memorandum relating to the above Programme[,][;
                                            and]



 


		[(c)	the Amended
                                            and Restated Note Agency Agreement dated [       ] between Toyota Motor Credit Corporation, The
                                            Bank of New York Mellon, acting through its London branch and The Bank of New York Mellon
                                            SA/NV, Luxembourg Branch,]



 


and to give instructions
to [Euroclear Bank SA/NV/Clearstream Banking S.A./other]* to credit the account number [        ]
with [Euroclear Bank SA/NV/Clearstream Banking S.A./other]* in the name of [Name of Purchaser] with the Notes represented
by such [Temporary Global Note][Registered Global Note] against payment on [] of [        ]
to the account of The Bank of New York Mellon, acting through its London branch, account number [        ]
with [Euroclear Bank SA/NV/Clearstream Banking S.A./other]* being the [net] subscription price of such Notes.


 


[Toyota Motor Finance
(Netherlands) B.V.]

[Toyota Credit Canada Inc.]

[Toyota Finance Australia Limited]


 


By: _____________________________


 





 


 





 






 









		*	[Delete
                                            as appropriate]






		*	[Delete
                                            as appropriate]



 






    Page 210


     


    

 



[Toyota Motor Credit
Corporation


 


	By: 	 	 
	 	Name:	 
	 	Title:]	 


 


[Form of Purchaser’s
confirmation to be attached]



 





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ANNEX
E TO APPENDIX D



TRADING DESK INFORMATION


 


[**]


 




    Page 212


     


    

Appendix E


 


FORM
OF THE NOTES


 


Each
Tranche of Notes in bearer form will initially be issued in the form of a temporary global Note (a “Temporary Global Note”)
which will:


 


		(i)	if the
                                            global Notes are to be issued in new global note (“NGN”) form, as stated
                                            in the applicable Final Terms, be delivered on or prior to the original issue date of the
                                            Tranche to one of the international central securities depositaries as common safekeeper
                                            (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”)
                                            and Clearstream Banking S.A. (“Clearstream, Luxembourg”); and



 


		(ii)	if the
                                            global Notes are not to be issued in NGN form, as stated in the applicable Final Terms, be
                                            delivered on or prior to the original issue date of the Tranche to a common depositary for
                                            Euroclear and Clearstream, Luxembourg and/or a nominee for any other relevant clearing system
                                            (as applicable),



 


without interest
coupons or talons.


 


Notes
(including Notes in registered form issued by TCCI or TMCC, as described below) may be issued in a form that permits them to be held
in a manner which will allow Eurosystem eligibility. Any indication in the applicable Final Terms that the Notes are to be so held means
that the Notes are to be deposited with the Common Safekeeper (and, in the case of Notes in registered form issued by TCCI or TMCC, registered
in the name of a nominee of the Common Safekeeper) and does not necessarily mean that the Notes will be recognised as eligible collateral
for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their
life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria. Any indication in the applicable Final Terms
that the Notes are not to be so held means that should the Eurosystem eligibility criteria be amended in the future such that the Notes
are capable of meeting such criteria, the Notes may then be deposited with the Common Safekeeper (and in the case of Notes in registered
form issued by TCCI or TMCC, registered in the name of a nominee of the Common Safekeeper) and does not necessarily mean that the Notes
will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at any time
during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria.


 


Where
the global Notes issued in respect of any Tranche are in NGN form, Euroclear and/or Clearstream, Luxembourg will be notified whether
such global Notes are intended to be held in a manner which would allow Eurosystem eligibility. If the global Note is a NGN, the nominal
amount of the Notes represented by such global Notes will be the aggregate from time to time entered in the records of both Euroclear
and Clearstream, Luxembourg. The records of Euroclear and Clearstream,
Luxembourg (which expression in such global Note means the records that each of Euroclear and Clearstream, Luxembourg holds for its customers
which reflect the amount of each such customer’s interest in the Notes) will be conclusive evidence of the nominal amount of Notes
represented by such global Note and, for such purposes, a statement issued by Euroclear and/or Clearstream, Luxembourg, stating that
the nominal amount of Notes represented by such global Note at any time will be conclusive evidence of the records of Euroclear and/or
Clearstream, Luxembourg at that time, as the case may be. 


 


While
any Note is represented by a Temporary Global Note, payments of principal and interest (if any) due prior to the Exchange Date (as defined
below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not issued in NGN form) only upon
certification of non-U.S. beneficial ownership as required by U.S. Treasury regulations to Euroclear and/or Clearstream, Luxembourg;
provided, however, that no such


 




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certification will
be required with respect to Notes that, as specified in the applicable Final Terms (i) have been issued in reliance on the procedures
under United States Treasury regulations Section 1.163-5(c)(2)(i)(C) (or any substantially similar successor United States Treasury regulations)
(the “TEFRA C Rules”) or (ii) have an initial maturity of 183 days or less (taking into consideration unilateral rights to
roll or extend), a minimum denomination of $500,000 (or the equivalent value in any other currency, determined at the spot rate on the
issue date) and are intended to comply with United States Treasury regulations Section 1.6049-5(b)(10).


 


Interests
in the Temporary Global Note will be exchangeable (free of charge) either for:


 


		(i)	interests
                                            in a permanent global Note (a “Permanent Global Note”) without interest
                                            coupons or talons; or



 


		(ii)	for
                                            security-printed definitive Notes,



 


(as indicated in
the applicable Final Terms), in each case against certification of non-U.S. beneficial ownership as required by U.S. Treasury regulations
in accordance with the terms of the Temporary Global Note:


 


		(a)	on and after
                                            the date which is 40 days after completion of the distribution of the relevant Tranche of
                                            Notes; or



 


		(b)	at the option
                                            of the relevant Issuer (with the consent of the Lead Manager(s) of the Tranche(s) of Notes
                                            of the relevant Series) on the date which is 40 days after completion of the distribution
                                            of any additional issuance or issuances of one or more Tranches of Notes of the same Series
                                            that occurs within the 40 day period after the issue of the Temporary Global Note,



 


(the
latest of such dates in paragraphs (a) and (b) is referred to as the “Exchange Date”),


 


provided that no
such certification of non-U.S. beneficial ownership will be required with respect to Notes that, as specified in the applicable Final
Terms (i) have been issued in compliance with the TEFRA C Rules or (ii) have an initial maturity of 183 days or less (taking into consideration
unilateral rights to roll or extend), a minimum denomination of $500,000 (or the equivalent value in any other currency, determined at
the spot rate on the issue date) and are intended to comply with United States Treasury regulations Section 1.6049-5(b)(10).


 


The
holder of a Temporary Global Note will not be entitled to collect any payment of interest or principal due on or after the Exchange Date
unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes
is improperly withheld or refused. Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”)
the Agent shall arrange that, where a further Tranche of Notes is issued after the Exchange Date, the Notes of such further Tranche shall
be assigned security code numbers by Euroclear and Clearstream, Luxembourg which are different from the security code numbers assigned
to Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period (as defined in Regulation
S under the Securities Act) applicable to the Notes of such Tranche.


 


The
Permanent Global Note will, unless otherwise agreed between the relevant Issuer and the relevant Dealer, if the global Notes are issued
in NGN form as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to the Common
Safekeeper for Euroclear and Clearstream, Luxembourg. If the global Notes are not issued in NGN form, the Permanent Global Note will
be delivered to the common depositary for Euroclear and Clearstream, Luxembourg.


 




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Payments
of principal and interest (if any) on a Permanent Global Note will be made through Euroclear and/or
Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global
Note is not issued in NGN form) without any requirement for certification. 


 


A
Permanent Global Note will, if specified in the applicable Final Terms, be exchanged (free of charge) in whole, but not in part, for
security printed definitive Notes with, where applicable, interest coupons and
talons attached (i) at the request of the relevant Issuer; and/or (ii) upon the occurrence of an Exchange Event (as defined below). 


 


For
these purposes, “Exchange Event” means that (i) an Event of Default (as defined in Condition 9 under “Terms
and Conditions of the Notes”) has occurred and is continuing; (ii) the relevant Issuer has been notified that both Euroclear
and Clearstream, Luxembourg, or any other agreed clearing system in which such Permanent Global Note is being held, have been closed
for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention
permanently to cease business or have in fact done so and, as a result, Euroclear and Clearstream, Luxembourg or such other agreed clearing
system in which such Permanent Global Note is being held are no longer willing or able to discharge properly their responsibilities with
respect to such Notes and the Agent and the relevant Issuer are unable to locate a qualified successor; or (iii) the relevant Issuer
has or will become subject to adverse tax consequences as a result of a change in tax laws after the issuance of the Notes which would
not be suffered were the Notes represented by the Permanent Global Note in definitive form.


 


The
relevant Issuer will promptly give notice to Noteholders in accordance with Condition 16 under “Terms and Conditions of the
Notes” if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg
and/or any other agreed clearing system in which such Permanent Global Note is being held (acting on the instructions of any holder of
an interest in such Permanent Global Note) may give notice to the Agent requesting exchange and, in the event of the occurrence of an
Exchange Event as described in (iii) above, the relevant Issuer may also give notice to the Agent requesting exchange. Any such exchange
shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent.


 


If
a portion of the Notes continues to be represented by the Temporary Global Note after the issuance of definitive Notes, the Temporary
Global Note shall thereafter be exchangeable only for definitive Notes, subject to certification of non-U.S. beneficial ownership; provided,
however, that no such certification of non-U.S. beneficial ownership will be required with respect to Notes that (i) are issued in reliance
on the TEFRA C Rules or (ii) as specified in the applicable Final Terms, have an initial maturity of 183 days or less (taking into consideration
unilateral rights to roll or extend), a minimum denomination of $500,000 (or the equivalent value in any other currency, determined at
the spot rate on the issue date) and are intended to comply with United States Treasury Regulations Section 1.6049-5(b)(10).


 


No
definitive Note delivered in exchange for a Permanent Global Note or a Temporary Global Note shall be mailed or otherwise delivered to
any locations in the United States of America in connection with such exchange. Temporary Global Notes and Permanent Global Notes and
definitive Notes will be issued by the Agent pursuant to the Agency Agreement.


 


If
specified in the applicable Final Terms, other clearance systems may be used in addition to or in lieu of Euroclear and Clearstream,
Luxembourg provided that, in the case of an issue of Bearer Notes, such other clearance system is capable of complying with the certification
requirements set forth in the Temporary Global Note or the Notes are issued in compliance with the TEFRA C Rules and any reference herein
to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Notes issued in NGN form, be
deemed to include such other additional or alternative clearing system.


 




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Temporary
Global Notes and Permanent Global Notes will be issued in bearer form only. Definitive Notes will be issued in bearer form or, in the
case of Notes issued by TCCI or TMCC, if so indicated in the applicable Final Terms, in registered form.


 


For
United States federal income tax purposes each Permanent Global Note
and each definitive Note issued in bearer form which has an original maturity of more than 365 days (taking into consideration unilateral
rights to roll or extend) issued by TMF, TCCI or TFA (other than Notes issued in compliance with the TEFRA C Rules) and any interest
coupon which may be detached therefrom (or, if the obligation is evidenced by a book entry, appears in the book or record in which the
book entry is made) will carry the following legend:


 


“Any
United States person (as defined in the Internal Revenue Code of the United States) who holds this obligation will be subject to limitations
under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.”


 


The
sections referred to in such legend provide that United States Noteholders, with certain exceptions, will not be entitled to deduct any
loss on Notes or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition or payment
of principal in respect of Notes or interest coupons.


 


For
United States federal tax purposes each Temporary Global Note, each Permanent Global Note
and each definitive Note issued in bearer form which has an original maturity of 183 days or less (taking into consideration unilateral
rights to roll or extend), a minimum denomination of $500,000 (or the equivalent value in any other currency, determined at the
spot rate on the issue date) and, as specified in the applicable Final Terms, is intended to comply with United States Treasury Regulations
Section 1.6049-5(b)(10) and any interest coupon which may be detached therefrom (or, if the obligation is
evidenced by a book entry, appears in the book or record in which the book entry is made) will carry the following legend:


 


“By
accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described
in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting
for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue
Code and the regulations thereunder).”


 


Unless
Notes issued by TMF, TCCI or TFA in bearer form will be issued, as specified in the applicable Final Terms, in compliance with the TEFRA
C Rules, Notes issued by TMF, TCCI or TFA in bearer form will be issued in compliance with United States Treasury Regulation Section
1.163-5(c)(2)(i)(D) (or any substantially similar successor United States Treasury regulations) (the “D Rules”) and
Notes issued by TMCC with maturities at issuance of 183 days or less (taking into consideration unilateral
rights to roll or extend) and in a face amount or nominal amount of not less than U.S.$500,000 (as determined based on the spot
rate on the date of issuance if such Notes are issued in a currency other than U.S. dollars) that, as specified in the applicable Final
Terms, are intended to comply with United States Treasury Regulation Section 1.6049-5(b)(10), will be issued in compliance with the D
Rules (excluding the certification requirement).


 


TMCC
will not issue notes in bearer form with a maturity at issuance of more than 183 days (taking into consideration unilateral rights to
roll or extend).


 


Notes
may be issued in registered form (“Registered Notes”) by either TCCI or TMCC, subject to applicable laws and regulations.
Each Tranche of Registered Notes issued by TCCI or TMCC will be represented on issue by a registered global Note (each a “Registered
Global Note”) which will be (a) if the applicable Final Terms specify the Registered Notes are intended to held in a manner
which would allow Eurosystem eligibility (being the new safekeeping structure (“NSS”)), deposited on the relevant
Issue Date with the Common Safekeeper; or (b) if the applicable Final Terms specify the Registered Notes are not intended to be held
in a manner which


 




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would
allow Eurosystem eligibility, deposited on the relevant Issue Date with a nominee or a depositary or common depositary for the agreed
clearing system(s). Such Registered Global Note will not be exchangeable for Registered Notes in definitive form except on an Exchange
Event (as that term is defined in the Registered Global Note). With respect to each Tranche of Registered Notes, TCCI has appointed,
under an amended and restated note agency agreement dated 17 September 2021 (the “TCCI Note Agency Agreement”), and
TMCC has appointed under a note agency agreement dated 17 September 2021 (the “TMCC Note Agency Agreement”), a registrar
or registrars and a transfer agent and paying agent and may appoint other or additional transfer agents or paying agents, either generally
or in respect of a particular Series of Registered Notes.


 


The
applicable Final Terms will specify whether the Notes will be represented by:


 


		(i)	a
                                            Temporary Global Note in bearer form without Coupons which will be deposited with a common
                                            depositary or, as the case may be, a common safekeeper for Euroclear and Clearstream, Luxembourg
                                            on or about the Issue Date or a date as specified in the applicable Final Terms; and that
                                            the Temporary Global Note is exchangeable for a Permanent Global Note in bearer form on and
                                            after the Exchange Date and (except for Notes (x) with an initial maturity of 183 days or
                                            less (taking into consideration unilateral rights to roll or extend), a minimum denomination
                                            of $500,000 (or its equivalent value in any other currency, determined at the spot rate on
                                            the Issue Date) and specified in the applicable Final Terms as intended to comply with United
                                            States Treasury Regulations Section 1.6049-5(b)(10) and (y) as specified in the applicable
                                            Final Terms, that have been issued in reliance on TEFRA C Rules) upon certification of non-U.S.
                                            beneficial ownership; or



 


		(ii)	a Temporary
                                            Global Note in bearer form without Coupons which will be deposited with a common depositary
                                            or, as the case may be, a common safekeeper for Euroclear and Clearstream, Luxembourg on
                                            or about the Issue Date or a date as specified in the applicable Final Terms; and that the
                                            Temporary Global Note is exchangeable for security printed definitive Notes on and after
                                            the Exchange Date and (except for Notes (x) with an initial maturity of 183 days or less
                                            (taking into consideration unilateral rights to roll or extend), a minimum denomination of
                                            $500,000 (or its equivalent value in any other currency, determined at the spot rate on the
                                            Issue Date) and specified in the applicable Final Terms as intended to comply with United
                                            States Treasury Regulations Section 1.6049-5(b)(10) and (y) as specified in the applicable
                                            Final Terms, that have been issued in reliance on TEFRA C Rules) upon certification of non-U.S.
                                            beneficial ownership; or



 


		(iii)	a Permanent
                                            Global Note in bearer form without Coupons which will be deposited with a common depositary
                                            or, as the case may be, a common safekeeper for Euroclear and Clearstream, Luxembourg on
                                            or about the Issue Date or a date as specified in the applicable Final Terms; and that the
                                            Permanent Global Note is exchangeable (free of charge) in whole, but not in part, for security
                                            printed definitive Notes either (a) at the request of the relevant Issuer; and/or (b) upon
                                            the occurrence of an Exchange Event (as defined in the Permanent Global Note); or



 


		(iv)	in the case
                                            of TCCI or TMCC only, a Registered Global Note registered in the name of a nominee for CDS
                                            Clearing and Depository Services Inc. (in the case of TCCI only) or a common depositary for
                                            Euroclear and Clearstream, Luxembourg or a common safekeeper for Euroclear and Clearstream,
                                            Luxembourg or any other clearing system exchangeable (free of charge) for security printed
                                            definitive Notes only upon an Exchange Event (as defined in the Registered Global Note).



 


The
exchange of a Permanent Global Note or a Registered Global Note for printed definitive Notes by Euroclear and/or Clearstream, Luxembourg
(acting on the instructions of any Noteholder) or at any time at the request of the relevant Issuer should not be expressed to be applicable
in the applicable Final Terms if the Notes are issued with a minimum Specified Denomination such as €100,000 (or its equivalent
in another currency) plus one or more higher


 




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multiples of another
smaller amount such as €1,000 (or its equivalent in another currency). Furthermore, such Specified Denomination construction is
not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for printed
definitive Notes.


 


Notes
shall not be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their
immobilisation in accordance with Article 4 of the Belgian Law of 14 December 2005.


 


Each
Issuer may agree with any Dealer that there may be a secondary distribution (“Uridashi”) of the Notes (“Uridashi
Notes”) to be made in Japan in compliance with the terms of a securities registration statement, amendments thereto and supplemental
documents that have been, or will be, filed by the relevant Issuer with the Director-General of the Kanto Local Finance Bureau of the
Ministry of Finance of Japan with respect to such secondary distribution of Uridashi Notes in Japan and in accordance with the Financial
Instruments and Exchange Law of Japan or under circumstances which will result in compliance with all applicable laws, regulations and
guidelines promulgated by the relevant Japanese governmental and regulatory authorities in effect at the relevant time.


 


Each
Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the terms and conditions of the Notes herein,
in which case a new Prospectus will be made available which will describe the effect of the agreement reached in relation to such Notes.


 




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Appendix F


 


ADDITIONAL
DUTIES OF THE AGENT


 


In
relation to each Series of Bearer Notes that are New Global Notes, the Agent will comply with the following provisions:


 


1.       The
Agent will inform each of Euroclear and Clearstream, Luxembourg (the ICSDs), through the common service provider appointed by
the ICSDs to service the Notes (the CSP), of the initial issue outstanding amount (IOA) for each Tranche on or prior to
the relevant Issue Date.


 


2.       If
any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers’
interest in the Notes, the Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down,
together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains
at all times accurate.


 


3.       The
Agent will at least once every month reconcile its record of the IOA of the Notes with information received from the ICSDs (through the
CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.


 


4.       The
Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.


 


5.       The
Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide
for delivery of assets other than cash, of the assets so delivered).


 


6.       The
Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect
the amount of, or date for, any payment due under the Notes.


 


7.       The
Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the
holders of the Notes.


 


8.       The
Agent will promptly pass on to the relevant Issuer all communications it receives from the ICSDs directly or through the CSP relating
to the Notes.


 


9.       The
Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the relevant Issuer to make any
payment or delivery due under the Notes when due.


 




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Appendix G


 


FORM
OF DEED POLL


 


(sUBSTITUTION OF ISSUER)


 


This
Deed Poll is made on [        ], 20[  ] by [        ]
(the Retiring Issuer), a company incorporated in [       ] and [        ]
(the Substitute Issuer), a company incorporated in [        ] in favour of holders, which
expression includes any persons shown in the records of Euroclear Bank SA/NV and/or Clearstream Banking S.A. [or such other clearing
system indicated in the applicable Final Terms for such Notes][indicate other clearing systems] as holders of a principal amount,
of Notes (as defined below) from time to time.


 


WHEREAS:


 


		(A)	It has been
                                            proposed that in respect of [any of the debt securities issued by the Retiring Issuer under
                                            the Euro Medium Term Note Programme of, inter alia, the Retiring Issuer and which
                                            remain outstanding on the Effective Date (as defined below) (the Notes)]/[the [principal
                                            amount] [description of Series] Notes due [maturity] (the Notes)
                                            of the Retiring Issuer issued under the Euro Medium Term Note Programme of, inter alia,
                                            the Retiring Issuer] there will be a substitution of the Substitute Issuer for the Retiring
                                            Issuer as the issuer of the Notes (the substitution).



 


		(B)	The Notes have
                                            been issued [under, and [delete in the case of Registered Notes]] with the benefit
                                            of, an amended and restated Agency Agreement (the Agency Agreement, which expression
                                            includes the same as it may be amended, supplemented or restated from time to time) dated
                                            17 September 2021 between, inter alia, the Retiring Issuer and The Bank of New York
                                            Mellon, acting through its London branch, as agent.



 


		[(C)	[Include
                                            in the case of Registered Notes] The Notes have been issued under, and with the benefit
                                            of, [an amended and restated] [a] Note Agency Agreement (the [TCCI] [TMCC] Note Agency
                                            Agreement, which expression includes the same as it may be amended, supplemented or restated
                                            from time to time) dated 17 September 2021 between, inter alia, the Retiring Issuer,
                                            The Bank of New York Mellon, acting through its London branch, as paying agent and transfer
                                            agent [only TCCI] BNY Trust Company of Canada as registrar, paying agent and transfer
                                            agent and The Bank of New Mellon SA/NV, Luxembourg Branch as registrar and transfer agent.[only
                                            TMCC] and The Bank of New Mellon SA/NV, Luxembourg Branch as registrar and transfer agent.]



 


NOW THIS DEED
WITNESSES AS FOLLOWS:


 


		1.	References herein
                                            to the Notes include any Global Note representing the Notes and other expressions
                                            defined in the Notes and the Agency Agreement [and, in the case of Registered Notes issued
                                            by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes issued by
                                            TMCC, the TMCC Note Agency Agreement] have the same meaning in this Deed unless the context
                                            requires otherwise.



 


		2.	The Substitute
                                            Issuer agrees that, with effect from, and including, the date of execution of this Deed Poll,
                                            all the other conditions to the substitution contained in Condition 14 having been met, (the
                                            Effective Date), it shall be deemed to be the “Issuer” for all purposes
                                            in respect of the Notes[, the Coupons, the Talons] and the Agency Agreement [and, in the
                                            case of Registered Notes issued by TCCI, the TCCI



 




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Note
Agency Agreement] [and, in the case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement] insofar as it relates to the
Notes, as fully as if the Substitute Issuer had been named in the Notes[, the Coupons, the Talons] and the Agency Agreement [and, in
the case of Registered Notes issued by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes issued by TMCC, the
TMCC Note Agency Agreement] as the principal debtor in respect of them in place of the Retiring Issuer and, accordingly, it shall be
entitled to all the rights, and shall be subject to all the liabilities and obligations, on the part of the Retiring Issuer contained
in them.


 


		3.	With effect from,
                                            and including, the Effective Date, the Retiring Issuer is released from all its liabilities
                                            and obligations as principal debtor, in its capacity as issuer of the Notes, contained in
                                            the Notes[, the Coupons, the Talons] and the Agency Agreement [and, in the case of Registered
                                            Notes issued by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes
                                            issued by TMCC, the TMCC Note Agency Agreement] insofar as they relate to the Notes.



 


		4.	With effect from,
                                            and including, the Effective Date, the Conditions of the Notes and the provisions of the
                                            Agency Agreement [and, in the case of Registered Notes issued by TCCI, the TCCI Note Agency
                                            Agreement] [and, in the case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement]
                                            relating to the Substitute Issuer (but without altering such provisions insofar as they relate
                                            to notes issued pursuant to the Agency Agreement [and, in the case of Registered Notes issued
                                            by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes issued by
                                            TMCC, the TMCC Note Agency Agreement] other than Notes) are amended in the following ways:



 


		(a)	the following
                                            sentence is added to the end of the fourth paragraph of the Conditions:



 


“The
Noteholders (as defined below) have the benefit of a Deed Poll (the Deed Poll) dated [          ]
executed by [insert appropriate reference to the Substitute Issuer] and the [insert appropriate reference to the Retiring Issuer]
[and a Credit Support Agreement dated [          ] between the Substitute Issuer and
[TFS][the Parent] executed in relation to the Notes [and the TMC Credit Support Agreement]].”


 


		[(b)	Where
                                            the Substitute Issuer is subject generally to a taxing jurisdiction differing from or in
                                            addition to the taxing jurisdiction to which the Retiring Issuer for which it shall have
                                            been substituted under Condition 14 was subject insert here an undertaking or covenant in
                                            terms corresponding to Condition 7 with the substitution for or addition to the references
                                            to the taxing jurisdiction to which the Retiring Issuer, as the case may be, was subject
                                            of references to the taxing jurisdiction or additional taxing jurisdiction to which such
                                            Substitute Issuer, as the case may be, is subject and, in such case, specify that Condition
                                            7 shall be deemed to be modified accordingly when the substitution takes effect.]



 


		5.	The Substitute
                                            Issuer represents, warrants and undertakes with each and every Noteholder, Couponholder and
                                            Relevant Account Holder that the Substitute Issuer is solvent and that it has all corporate
                                            power, and has taken all necessary corporate or other steps including obtaining all necessary
                                            governmental and regulatory approvals and consents for the substitution and for the performance
                                            by the Substitute Issuer of its obligations under the Notes[, the Coupons and Talons] and
                                            the Agency Agreement



 




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[and,
in the case of Registered Notes issued by TCCI, the TCCI Note Agency Agreement] [and, in the case of Registered Notes issued by TMCC,
the TMCC Note Agency Agreement], to enable it to execute, deliver and perform this Deed, and that this Deed constitutes legal, valid
and binding obligations of the Substitute Issuer enforceable in accordance with its terms, subject to the laws of bankruptcy, insolvency,
reorganisation, moratorium or similar laws affecting creditors’ rights generally.


 


		6.	The Substitute
                                            Issuer agrees that the benefit of the undertakings and the covenants binding upon it contained
                                            in this Deed shall be for the benefit of each and every Noteholder, Couponholder and Relevant
                                            Account Holder and each Noteholder, Couponholder and Relevant Account Holder shall be entitled
                                            severally to enforce such obligations against the Substitute Issuer in respect of any Notes.



 


		7.	The Retiring
                                            Issuer represents, and warrants with each and every Noteholder, Couponholder and Relevant
                                            Account Holder that it has obtained all necessary governmental and regulatory approvals and
                                            consents for the substitution.



 


		8.	Duplicates of
                                            this Deed shall be deposited with and held to the exclusion of the Substitute Issuer by the
                                            Relevant Clearing System and the Agent [or each TCCI Registrar in the case of Registered
                                            Notes issued by TCCI] [or the TMCC Registrar in the case of Registered Notes issued by TMCC]
                                            until complete performance of the obligations contained in the Notes and the Agency Agreement
                                            [and, in the case of Registered Notes issued by TCCI, the TCCI Note Agency Agreement] [and,
                                            in the case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement] relating
                                            to them occurs and the Substitute Issuer hereby acknowledges the right of every Noteholder,
                                            Couponholder and Relevant Account Holder to production of this Deed and, upon request and
                                            payment of the expenses incurred in connection therewith, to the production of a copy hereof
                                            certified to be a true and complete copy.



 


		9.	This Deed may
                                            only be amended in the same way as the other Conditions and the Agency Agreement [and, in
                                            the case of Registered Notes issued by TCCI, the TCCI Note Agency Agreement] [and, in the
                                            case of Registered Notes issued by TMCC, the TMCC Note Agency Agreement] are capable of amendment
                                            under the Conditions and Clause 28 of the Agency Agreement [and, in the case of Registered
                                            Notes issued by TCCI, Clause 19 of the TCCI Note Agency Agreement, respectively] [and in
                                            the case of Registered Notes issued by TMCC, Clause 19 of the TMCC Note Agency Agreement,
                                            respectively].



 


		10.	This Deed and
                                            any non-contractual obligations arising out of or in connection with this Deed shall be governed
                                            by, and construed in accordance with, English law.



 


		11.	The Substitute
                                            Issuer hereby irrevocably agrees for the exclusive benefit of the Noteholders, Couponholders
                                            and Relevant Account Holders that the courts of England are to have jurisdiction to settle
                                            any disputes which may arise out of or in connection with this Deed (including any dispute
                                            relating to any non-contractual obligations arising out of or in connection with this Deed)
                                            and that accordingly any suit, action or proceedings (together referred to as Proceedings)
                                            arising out of or in connection with this Deed (including any Proceedings relating to any
                                            non-contractual obligations arising out of or in connection with this Deed) may be brought
                                            in such courts. The Substitute Issuer hereby irrevocably waives any objection which it may
                                            have to the laying of the venue of any Proceedings in any such courts and any claim that
                                            any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably
                                            agrees that a judgment in any Proceedings brought in the English



 




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courts
shall be conclusive and binding upon the Substitute Issuer and may be enforced in the courts of any other jurisdiction. Nothing contained
herein shall limit any right to take Proceedings against the Substitute Issuer in any other court of competent jurisdiction, nor shall
the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently
or not. [The Substitute Issuer hereby appoints [Toyota Financial Services (UK) PLC of Great Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ]
as its agent for service of process and agrees that, in the event of [Toyota Financial Services (UK) PLC] ceasing so to act or ceasing
to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.]


 


IN WITNESS
whereof this Deed has been executed by and on behalf of the parties hereto as a Deed Poll as of the day and year first above written.


 


	[Signed as a deed	)	 
	by [                        ]	)	 
	[being duly authorised attorney of]	)	 
	[Substitute Issuer]	)	 
	in the presence of:]	)	 
	[U.K. Substitute Issuer acting by	)	 
	[name of director]	)	 
	a Director and [name of director or secretary]	)	 
	[a Director][the Secretary]]	)	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	[Signed as a deed	)	 
	by [                        ]	)	 
	being duly authorised attorney of	)	 
	[Retiring Issuer]	)	 
	in the presence of:]	)	 






















































 






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