Exhibit 4.2


 





 


 










AMENDED AND RESTATED





NOTE AGENCY AGREEMENT


 


TOYOTA MOTOR CREDIT CORPORATION


 


and


 


THE BANK OF NEW YORK MELLON (LUXEMBOURG)
S.A.





as Registrar


 


and


 


THE BANK OF NEW YORK MELLON





as Transfer Agent


 


€50,000,000,000 Euro Medium Term
Note Programme


 


of


 


TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.





TOYOTA CREDIT CANADA INC.





TOYOTA FINANCE AUSTRALIA LIMITED (ABN
48 002 435 181)





TOYOTA MOTOR CREDIT CORPORATION


 


as Issuers


 


 


 


 


 


 


 


Dated
9 September 2016


 




     


    


    

TABLE
OF CONTENTS


 




	1.     Definitions
    and Interpretation	1
	2.     Appointment
    of Registrar; Transfer Agent; Paying Agents	4
	3.     Forms
    of Notes and Terms of Issue	5
	4.     Issue
    of Global Registered Notes	7
	5.     Issue
    of Definitive Registered Notes	9
	6.     Registration,
    Transfers and Exchanges	9
	7.     Special
    Provisions relating to Registered Global Notes	11
	8.     Payments	11
	9.     Mutilated,
    Destroyed, Stolen or Lost Note Certificates	14
	10.   Maturity,
    Redemption and Purchases	14
	11.   Cancellation
    and Destruction	15
	12.   Publication
    of Notices	15
	13.   Limit
    on Liability	15
	14.   Rights
    and Liabilities of Registrar, Transfer Agent and Paying Agents	15
	15.   Commissions,
    Expenses and Indemnities	17
	16.   Changes
    in Registrar, Transfer Agent and Paying Agents	18
	17.   Meetings
    of Noteholders	20
	18.   Further
    Issues	22
	19.   Reports	22
	20.   Forwarding
    of Notice	22
	21.   Amendments	22
	22.   Redenomination
    and Exchange	23
	23.   Notices	23
	24.   Deed
    Poll	24
	25.   Contracts
    (Rights of Third Parties) Act 1999	25
	26.   Governing
    Law and Submission to Jurisdiction	25
	27.   Counterparts	25
	28.   Headings	25
	29.   Stamp
    and Other Taxes	26



 



	SCHEDULE
    1 FORM OF REGISTERED GLOBAL NOTE	29
	SCHEDULE
    2 FORM OF DEFINITIVE REGISTERED NOTE	39
	SCHEDULE
    3 FORM OF OPERATING AND ADMINISTRATIVE PROCEDURES MEMORANDUM	44
	ANNEX 
    SETTLEMENT PROCEDURES – EUROCLEAR/CLEARSTREAM, LUXEMBOURG	46
	SCHEDULE
    4 ADDITIONAL DUTIES OF THE REGISTRAR AND THE TRANSFER AGENT	50




     


    


    

THIS
AMENDED AND RESTATED NOTE AGENCY AGREEMENT is made as of 9 September 2016,
among:


 


		(1)	TOYOTA
                                         MOTOR CREDIT CORPORATION of 19001 South Western Avenue, NF10, Torrance, California
                                         90501, U.S.A. (“TMCC”);



 


		(2)	THE
                                         BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. of Vertigo Building – Polaris, 2-4
                                         rue Eugène Ruppert, L-2453 Luxembourg as registrar and transfer agent (along with
                                         its successors, the “Registrar”); and



 


		(3)	THE
                                         BANK OF NEW YORK MELLON, acting through its London branch, One Canada Square, Canary
                                         Wharf, London E14 5AL, United Kingdom, as transfer agent and paying agent (along
                                         with its successors, the “Transfer Agent”).



 


WHEREAS:


 


		(A)	TMCC,
                                         Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. and Toyota Finance
                                         Australia Limited (together, the “Issuers”) have entered into an Amended
                                         and Restated Programme Agreement dated 9 September 2016 with the Dealers named therein
                                         (as amended and supplemented or restated from time to time, the “Programme Agreement”)
                                         pursuant to which any of the Issuers may issue Euro Medium Term Notes (the “Notes”)
                                         in an aggregate nominal amount of up to €50,000,000,000 (or its equivalent in other
                                         currencies) outstanding at any time (the “Programme”) (including Notes
                                         issued prior to 28 September 2007 by TMCC under its U.S.$30,000,000,000 Euro Medium-Term
                                         Note Program last updated on 28 September 2006 (and further amended on 4 March 2011 with
                                         respect to certain Notes) which remain outstanding).



 


		(B)	Under
                                         the Programme TMCC may issue Notes in bearer form or in registered form (“Registered
                                         Notes”).



 


		(C)	Notes
                                         are issued under the Programme subject to and with the benefit of an amended and restated
                                         agency agreement dated 9 September
                                         2016 (the “Programme Agency Agreement”) between the Issuers,
                                         the Transfer Agent as issuing agent, and (unless specified otherwise in the applicable
                                         Final Terms) paying agent and calculation agent (the “Agent”).



 


		(D)	It
                                         is necessary for TMCC to appoint a registrar and a transfer agent and paying agent in
                                         relation to the Registered Notes issued by it under the Programme.



 


		(E)	The
                                         parties hereto entered into an amended and restated note agency agreement dated 11 September
                                         2015 (the “Note Agency Agreement”). The parties hereto agree to make
                                         certain modifications to the Note Agency Agreement. This Agreement amends and restates
                                         the Note Agency Agreement.



 


		1.	Definitions
                                         and Interpretation



 


		1.1	Terms
                                         and expressions defined in the Programme Agreement or the Programme Agency Agreement
                                         or the Conditions or used in the applicable Final Terms shall have the same meanings
                                         in this Agreement, except where the context requires otherwise.



 




     


    


    

		1.2	Without
                                         prejudice to the foregoing:



 


“Clearing
System” means Euroclear, Clearstream, Luxembourg or any additional or alternative clearing system approved by TMCC,
the Registrar and the Transfer Agent, as indicated in the applicable Final Terms.


 


“Code”
means the US Internal Revenue Code of 1986.


 


“Definitive
Registered Note” means a Registered Note issued in definitive form substantially in the form appended to this Agreement
as Schedule 2 (or such other form as may be agreed between TMCC, the Registrar, the Transfer Agent and the relevant Purchaser(s)).


 


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


 


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


 


“Noteholders”
means the several persons who are for the time being holders of outstanding Registered Notes, being the several persons whose
names are entered in the register of holders of such Notes as the holders thereof save that, in respect of Registered Notes of
any Series, for so long as such Notes or any part thereof are represented by a Registered Global Note, each person who is for
the time being shown in the records of the applicable Clearing System as the holder of a particular nominal amount of such Notes
(other than a clearing system (including Clearstream, Luxembourg and Euroclear) that is itself an account holder of the other
applicable Clearing System for a Series of Notes) (in which regard any certificate or other document issued by the applicable
Clearing System as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for
all purposes save in the case of manifest error) shall be treated by TMCC, the Registrar, the Transfer Agent and any other Paying
Agent as a holder of such nominal amount of such Notes for all purposes other than for the payment of principal (including premium
(if any)) or interest on such Notes, the right to which shall be vested, as against TMCC, the Registrar, the Transfer Agent and
any other Paying Agent solely in the person whose name is entered in the register of holders of such Notes as the holder of the
Registered Global Note in accordance with and subject to its terms (and the expressions Noteholder, holder of Notes
and related expressions shall be construed accordingly).


 


“NSS”
means the new safekeeping structure for holding Registered Notes that are intended to be Eurosystem-eligible Notes.


 


“Paying
Agents” means the Transfer Agent and each such additional transfer agent or paying agent appointed by TMCC under this
Agreement.


 


“Procedures
Memorandum” means the non-binding Operating and Administrative Procedures Memorandum set out in Schedule 3 hereto as
amended or varied from time to time, in respect of any Tranche of Registered Notes, by agreement between TMCC and the Purchaser
of such Tranche with the approval in writing of the Registrar or Transfer Agent, as applicable.


 




    Page 2


    


    

“Registered
Global Note” means a Registered Note issued in global form substantially in the form appended to this Agreement as Schedule
1 (or such other form as may be agreed between TMCC, the Registrar, the Transfer Agent and the relevant Purchaser(s)) representing
a certain number of underlying Notes (the “Underlying Notes”) and any registered global note issued upon any
transfer or exchange thereof or in replacement therefor.


 


“Relevant
Account Holder” means any account holder with the relevant Clearing System which has a certain number of Underlying
Notes credited to its securities account from time to time.


 


“Relevant
Time” means the time at which a Registered Global Note becomes void in the circumstances which are specified in that
Registered Global Note.


 


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


 


		1.3	Any
                                         references to Notes shall, unless the context otherwise requires, include any Registered
                                         Global Note(s) or definitive certificates representing such Notes.



 


		1.4	For
                                         the purposes of this Agreement, the Notes of each Series shall form a separate series
                                         of Notes and accordingly, the provisions of this Agreement shall apply mutatis mutandis
                                         separately and independently to the Notes of each Series and in such provisions the
                                         expressions “Notes” and “Noteholders”, shall be
                                         construed accordingly.



 


		1.5	As
                                         used herein, in relation to any Notes which are to have a "listing" or be "listed"
                                         (i) on the London Stock Exchange, “listing” and “listed”
                                         shall be construed to mean that such Notes have been admitted to the Official List in
                                         accordance with the listing rules of the UK Listing Authority and admitted to trading
                                         on the London Stock Exchange’s Regulated Market and (ii) on any other Stock Exchange
                                         in a jurisdiction within the European Economic Area, “listing” and
                                         “listed” shall be construed to mean that Notes have been admitted
                                         to trading on a market within that jurisdiction which is a regulated market for the purposes
                                         of the Markets in Financial Instruments Directive (Directive 2004/39/EC).



 


		1.6	All
                                         references in this Agreement to a Directive include any relevant implementing measure
                                         of each Member State of the European Economic Area which has implemented such Directive.



 


		1.7	In
                                         this Agreement, unless the contrary intention appears or the context requires otherwise,
                                         a reference to:



 


		(a)	an
                                         “amendment” includes a supplement, restatement or novation and “amended”
                                         is to be construed accordingly;



 


		(b)	a
                                         “person” includes any individual, company, unincorporated association,
                                         government, state agency, international organisation or other entity;



 


		(c)	the
                                         “records” of the Clearing System shall be to the records that the
                                         relevant Clearing System holds for its participants, which reflect the amount of each
                                         such participant’s interest in the Notes;



 




    Page 3


    


    

		(d)	a
                                         provision of a law or statute shall be deemed to be a reference to that law or statute
                                         as from time to time modified, extended, amended or re-enacted;



 


		(e)	a
                                         Section, Subsection, paragraph or Schedule is a reference to a section, subsection or
                                         paragraph of, or a schedule to, this Agreement;



 


		(f)	a
                                         person includes its successors and assigns;



 


		(g)	a
                                         document is a reference to that document as amended from time to time; and



 


		(h)	a
                                         time of day is a reference to London time.



 


		2.	Appointment
                                         of Registrar; Transfer Agent; Paying Agents



 


		2.1	TMCC
                                         hereby appoints The Bank of New York Mellon (Luxembourg) S.A., at present having its
                                         principal office at Vertigo Building – Polaris, 2-4 rue Eugène Ruppert,
                                         L-2453 Luxembourg, as registrar and transfer agent of TMCC for Registered Notes, upon
                                         the terms and conditions set forth herein. The Bank of New York Mellon (Luxembourg) S.A.
                                         accepts such appointments as such registrar and transfer agent. TMCC hereby appoints
                                         The Bank of New York Mellon, acting through its London branch, at present having its
                                         principal office at One Canada Square, London E14 5AL, as transfer agent and paying agent
                                         of TMCC for Registered Notes, upon the terms and conditions set forth herein. The Bank
                                         of New York Mellon, acting through its London branch, accepts such appointments as such
                                         transfer agent and paying agent. For this purpose the Registrar is authorised on behalf
                                         of TMCC to act as registrar and transfer agent of TMCC and the Transfer Agent is authorised
                                         on behalf of TMCC to act as transfer agent and paying agent of TMCC, and in respect of
                                         any Registered Notes settling in Euroclear and Clearstream, Luxembourg:



 


		(a)	to
                                         prepare the Registered Global Note(s) and to complete, in accordance with the applicable
                                         Final Terms, the necessary details on such Registered Global Note(s) and attach a copy
                                         of the applicable Final Terms to such Registered Global Note(s);



 


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



 


		(c)	if
                                         the Registered Global Note(s) is/are not held in the NSS, to deliver such Registered
                                         Global Note(s) (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 Registered Global Note(s) in safe custody for the account of Euroclear,
                                         Clearstream, Luxembourg or such other applicable clearing agency and to instruct Euroclear,
                                         Clearstream, Luxembourg and/or such other applicable clearing agency to credit the Notes
                                         represented by such Registered Global Note(s), unless otherwise agreed in writing between
                                         the Registrar and TMCC or the Transfer Agent and TMCC, as the case may be, to the Registrar’s
                                         or the Transfer Agent’s, as the case may be, distribution account, or (ii) as otherwise
                                         agreed in writing between TMCC and the Registrar or TMCC and the Transfer Agent, as the
                                         case may be;



 


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



 




    Page 4


    


    

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


 


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



 


		2.2	Each
                                         of the Registrar and the Transfer Agent shall only be required to perform its obligations
                                         under paragraph ‎2.1(a) if it holds a master Registered Global Note duly executed
                                         by a person or persons authorised to execute the same on behalf of TMCC, which may be
                                         used by the Registrar or the Transfer Agent, as the case may be, for the purpose of preparing
                                         Registered Global Note(s) in accordance with paragraph ‎2.1(a).



 


		2.3	Each
                                         of the Registrar and the Transfer Agent shall provide Euroclear, Clearstream, Luxembourg
                                         and/or such other applicable clearing agency with the notifications, instructions or
                                         other information to be given by the Registrar or the Transfer Agent, as the case may
                                         be, to Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency.



 


		2.4	Any
                                         of the duties and obligations of the Registrar in this Section ‎2 may be delegated
                                         by the Registrar to the Transfer Agent with respect to a particular Series of Registered
                                         Notes provided that the Registrar may not delegate its duty and obligation to maintain
                                         the Register (as defined in Subsection 6.1) in Luxembourg and any of the duties and obligations
                                         of the Registrar or the Transfer Agent set forth in this Section ‎2 may, with the
                                         consent of TMCC, be delegated by the Registrar or the Transfer Agent with respect to
                                         a particular Series of Registered Notes to a third party, provided such third party’s
                                         performance is subject to the overall supervision and control of the Registrar or the
                                         Transfer Agent and provided further that the Registrar may not delegate its duty and
                                         obligation to maintain the Register in Luxembourg.



 


		2.5	TMCC,
                                         the Registrar and the Transfer Agent acknowledge that the Agent has been instructed to
                                         elect Euroclear as common safekeeper in relation to each issue of Eurosystem-eligible
                                         Notes, including Registered Global Notes held in the NSS. TMCC, the Registrar and the
                                         Transfer Agent acknowledge that the Agent and TMCC may from time to time agree to vary
                                         this election and that any such election is subject to the right of Euroclear and Clearstream,
                                         Luxembourg to jointly determine that the other shall act as common safekeeper in relation
                                         to any such issue.



 


		2.6	Where
                                         the Registrar or the Transfer Agent delivers any authenticated Registered Global Note
                                         that is held in the NSS to a common safekeeper for effectuation using electronic means,
                                         it is authorised and instructed to destroy the Registered Global Note retained by it
                                         following its receipt of confirmation by the common safekeeper that the relevant Registered
                                         Global Note has been effectuated.



 


		3.	Forms
                                         of Notes and Terms of Issue



 


		3.1	Each
                                         series of Registered Notes shall initially be issued in the form of a Registered Global
                                         Note without coupon, as amended and supplemented by the applicable Final Terms in relation
                                         to such Series of Registered Notes and in accordance with the provisions of the Procedures
                                         Memorandum set out in Schedule 3 hereto (as from time to time varied, with the prior
                                         approval of the Registrar or the Transfer Agent, as the case may be, by TMCC and by the
                                         relevant Purchaser or Purchasers of the Registered Notes of such issue).



 




    Page 5


    


    

		3.2	All
                                         Registered Notes (including any Registered Global Note) shall be executed on behalf of
                                         TMCC by the signature, manual or in facsimile, of any person who shall for the time being
                                         have been duly authorised by the executive committee of the board of directors in the
                                         name of and on behalf of TMCC.



 


		3.3	In
                                         the event that any officer of TMCC who shall have signed a Registered Note shall cease
                                         to hold such office or authority before the Registered Note so signed shall actually
                                         have been authenticated, registered or delivered, such Registered Note nevertheless may
                                         be authenticated, registered and delivered with the same force and effect as though such
                                         person who signed such Registered Note had not ceased to be such official of TMCC. In
                                         the event that a person who has signed on behalf of TMCC a master Registered Global Note
                                         or Definitive Registered Notes not yet issued but held by the Transfer Agent or the Registrar,
                                         as the case may be, in accordance with Subsections 2.1 and 3.4 ceases to be authorised,
                                         the Registrar and Transfer Agent shall (unless TMCC gives notice to the Registrar and
                                         the Transfer Agent that Registered Notes signed by that person do not constitute valid
                                         and binding obligations of TMCC or otherwise until replacements have been provided to
                                         the Registrar and the Transfer Agent) continue to have authority to issue any such Registered
                                         Notes, and TMCC hereby warrants to the Registrar and the Transfer Agent that such Registered
                                         Notes shall, unless notified as aforesaid, be valid and binding obligations of TMCC.
                                         Promptly upon such person ceasing to be authorised, TMCC shall provide the Registrar
                                         and the Transfer Agent with a replacement master Registered Global Note and (if applicable)
                                         Definitive Registered Notes and the Registrar or the Transfer Agent, as the case may
                                         be, shall cancel and destroy the master Registered Global Note(s) and (if applicable)
                                         Definitive Registered Notes held by it which are signed by such person and shall provide
                                         to TMCC a confirmation of destruction in respect thereof specifying the Registered Notes
                                         so cancelled and destroyed.



 


		3.4	The
                                         Registrar and the Transfer Agent shall cause all master Registered Global Notes and Definitive
                                         Registered Notes delivered to and held by it under this Agreement to be maintained in
                                         safe custody and shall ensure that such Registered Notes are issued only in accordance
                                         with the provisions of this Agreement and the Registered Global Note and Conditions.



 


		3.5	Subject
                                         to the procedures set out in the Procedures Memorandum, for the purposes of Subsection
                                         ‎3.4 the Registrar or Transfer Agent is entitled to treat a telephone or facsimile
                                         communication from a person purporting to be (and who the Registrar or Transfer Agent,
                                         after making reasonable investigation, believes in good faith to be) the authorised representative
                                         of TMCC named in the list referred to in, or notified pursuant to, Subsection
                                          ‎14.6 of
                                         this Agreement as sufficient instructions and authority of TMCC for the Registrar or
                                         Transfer Agent to act in accordance with Subsection ‎3.4.



 


		3.6	In
                                         respect of Registered Notes settling in a Clearing System (including Euroclear and Clearstream,
                                         Luxembourg):



 


		(a)	unless
                                         otherwise agreed in writing between TMCC and the Registrar or the Transfer Agent, as
                                         the case may be, each Registered Note credited to the Registrar’s or the Transfer
                                         Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in
                                         the case of Registered Notes not held in the NSS, such other applicable clearing agency)
                                         following the delivery of a Registered Global Note to a common depositary or, as the
                                         case may be, a common safekeeper, shall be held to the order of TMCC. Each of the Registrar
                                         and the Transfer Agent shall procure that the nominal amount of Registered Notes which
                                         the relevant Purchaser has agreed to purchase is:



 


		(i)	debited
                                         from the Registrar’s or the Transfer Agent’s distribution account; and



 




    Page 6


    


    

		(ii)	credited
                                         to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or,
                                         in the case of Registered Notes not held in the NSS, such other clearing agency (as specified
                                         in the applicable Final Terms), in each case only upon receipt by the Registrar or the
                                         Transfer Agent (as the case may be) on behalf of TMCC of the purchase price due from
                                         the relevant Purchaser in respect of such Registered Notes.



 


		(b)	unless
                                         otherwise agreed in writing between TMCC and the Registrar or the Transfer Agent, as
                                         the case may be, if the Registrar or the Transfer Agent, as the case may be, pays an
                                         amount (the “Advance”) to TMCC on the basis that a payment (the “Payment”)
                                         will be received from a Purchaser and if the Payment is not received by the Registrar
                                         or the Transfer Agent, as the case may be, on the date the Registrar or the Transfer
                                         Agent, as the case may be, pays TMCC, the Registrar or the Transfer Agent, as the case
                                         may be (and if the Registrar fails to do so, the Transfer Agent), shall notify TMCC by
                                         facsimile that the Payment has not been received and TMCC shall repay to the Registrar
                                         or the Transfer Agent, as the case may be, the Advance and shall pay interest on the
                                         Advance (or the unreimbursed portion thereof) from (and including) the date such Advance
                                         is made to (but excluding) the earlier of repayment of the Advance and receipt by the
                                         Registrar or the Transfer Agent, as the case may be, of the Payment (at a rate quoted
                                         at that time by the Registrar or the Transfer Agent, as the case may be) as its cost
                                         of funding the Advance provided that evidence of the basis of such rate is given to TMCC);
                                         and



 


		(c)	unless
                                         otherwise agreed in writing between TMCC and the Registrar or the Transfer Agent, as
                                         the case may be, if on the relevant Issue Date a Purchaser does not pay the full purchase
                                         price due from it in respect of any Registered Note (the “Defaulted Note”)
                                         and, as a result, the Defaulted Note remains in the Registrar’s or the Transfer
                                         Agent’s distribution account with Euroclear and/or Clearstream, Luxembourg (or,
                                         in the case of Registered Notes not held in the NSS, such other applicable clearing agency)
                                         after such Issue Date, the Registrar or the Transfer Agent, as the case may be, will
                                         continue to hold the Defaulted Note to the order of TMCC. The Registrar or the Transfer
                                         Agent, as the case may be (and if the Registrar fails to do so, the Transfer Agent),
                                         shall notify TMCC forthwith of the failure of the Purchaser to pay the full purchase
                                         price due from it in respect of any Defaulted Note and, subsequently, shall notify TMCC
                                         forthwith upon receipt from the Purchaser of the full purchase price in respect of such
                                         Defaulted Note.



 


		3.7	In
                                         the event of an issue of Registered Notes that are listed on a Stock Exchange, the Registrar
                                         or the Transfer Agent, as the case may be, 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.



 


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



 


		4.	Issue
                                         of Global Registered Notes



 


		4.1	Upon
                                         receipt of a Registered Global Note(s) duly executed on behalf of TMCC (unless a master
                                         Registered Global Note is to be used) and a copy of the applicable Final Terms duly executed
                                         on behalf of TMCC, together with a written order or orders to authenticate and deliver
                                         a Registered Global Note(s) in a stated aggregate nominal amount, the Registrar or the



 




    Page 7


    


    

Transfer
Agent, as the case may be, shall authenticate and the Registrar shall register the stated aggregate nominal amount of Registered
Notes.


 


		4.2	In
                                         respect of Registered Notes settling in a Clearing System (including Euroclear and Clearstream,
                                         Luxembourg):



 


		(a)	where
                                         the applicable Final Terms indicate the Registered Global Note(s) is/are not intended
                                         to be held in the NSS, the Registrar or the Transfer Agent, as the case may be, shall
                                         deliver such Registered Global Note(s) (i) to the specified depository of the relevant
                                         Clearing System (or, in the case of Euroclear and Clearstream, Luxembourg a common depositary)
                                         against receipt from such depository of confirmation that such depository is holding
                                         the Registered Global Note(s) in safe custody for the account of Euroclear, Clearstream
                                         Luxembourg or such other clearing agency and instruct Euroclear, Clearstream, Luxembourg
                                         and/or such other applicable clearing agency (as the case may be) to credit the Notes
                                         represented by such Registered Global Note(s), unless otherwise agreed in writing between
                                         the Registrar or the Transfer Agent, as the case may be, and TMCC, to the Registrar’s
                                         or the Transfer Agent’s distribution account, or (ii) as otherwise agreed in writing
                                         between TMCC and the Registrar or the Transfer Agent, as the case may be; and



 


		(b)	where
                                         the applicable Final Terms indicate the Registered Global Note(s) is/are intended to
                                         be held in the NSS, the Registrar or the Transfer Agent, as the case may be (and if the
                                         Registrar fails to do so, the Transfer Agent), shall (i) deliver such Registered Global
                                         Note(s) to the specified common safekeeper of Euroclear and Clearstream, Luxembourg against
                                         receipt from such common safekeeper of confirmation that such common safekeeper is holding
                                         the Registered Global Note(s) in safe custody for the account of Euroclear and Clearstream,
                                         Luxembourg and instruct the common safekeeper to effectuate the same; and (ii) instruct
                                         Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records
                                         to reflect the initial outstanding aggregate nominal amount of the relevant Tranche of
                                         Registered Notes.



 


		4.3	Where
                                         the Registrar or the Transfer Agent, as the case may be, delivers any authenticated Registered
                                         Global Note that is to be held in the NSS to a common safekeeper for effectuation using
                                         electronic means, it is authorised and instructed to destroy the Registered Global Note
                                         retained by it following its receipt of confirmation from the common safekeeper that
                                         the relevant Registered Global Note has been effectuated.



 


		4.4	The
                                         Registrar or the Transfer Agent, as the case may be (and if the Registrar fails to do
                                         so, the Transfer Agent), shall provide Euroclear, Clearstream, Luxembourg and/or such
                                         other applicable clearing agency with the notifications, instructions or other information
                                         to be given by the Registrar or the Transfer Agent, as the case may be, to Euroclear,
                                         Clearstream, Luxembourg and/or such other applicable clearing agency.



 


		4.5	In
                                         respect of each Registered Global Note that is to be held in the NSS, the Registrar or
                                         the Transfer Agent, as the case may be (and if the Registrar fails to do so, the Transfer
                                         Agent), shall also perform the duties set out in Schedule 4 to this Agreement.



 


		4.6	Any
                                         of the duties and obligations of the Registrar in this Section 4 may be delegated by
                                         the Registrar to the Transfer Agent with respect to a particular Series of Registered
                                         Notes provided that the Registrar may not delegate its duty and obligation to maintain
                                         the Register in Luxembourg. Any of the duties and obligations of the Registrar or the
                                         Transfer Agent in this Section 4 may, with the consent of TMCC, be delegated by the Registrar
                                         or the Transfer Agent with respect to a particular Series of Registered Notes to a third
                                         party, provided such



 




    Page 8


    


    

third
party’s performance is subject to the overall supervision and control of the Registrar or the Transfer Agent and provided
further that the Registrar may not delegate its duty and obligation to maintain the Register in Luxembourg.


 


		5.	Issue
                                         of Definitive Registered Notes



 


		5.1	A
                                         Registered Global Note will be exchanged in whole, but not in part only, for Definitive
                                         Registered Notes only upon the occurrence of an Exchange Event, as that term is defined
                                         in the applicable Registered Global Note.



 


		5.2	Upon
                                         the occurrence of an Exchange Event, (i) TMCC will promptly give notice to the Registrar,
                                         the Transfer Agent and any other Paying Agents and to Noteholders in accordance with
                                         Condition 16 and the Clearing System (acting on the instructions of any holder of an
                                         interest in the Registered Global Note) may give notice to the Registrar and/or the Transfer
                                         Agent requesting exchange; and (ii) TMCC shall execute Definitive Registered Notes and
                                         provide them to the Transfer Agent. The Transfer Agent, upon receipt thereof, shall either
                                         authenticate and deliver, or procure the Registrar to authenticate and deliver, such
                                         Definitive Registered Notes, without coupons, in such denominations as are specified
                                         in the applicable Final Terms, in an aggregate nominal amount equal to the aggregate
                                         nominal amount of the Registered Global Note as of the exchange date.



 


		5.3	Any
                                         such exchange shall occur not later than 45 days after the date of receipt of the first
                                         relevant notice by the Registrar or the Transfer Agent, as the case may be. The exchange
                                         will be made upon presentation of the Registered Global Note by the registered holder
                                         thereof on any day (other than a Saturday or Sunday) on which banks are open for general
                                         business in London and Luxembourg. The aggregate nominal amount of Definitive Registered
                                         Notes issued upon an exchange of the Registered Global Note will be equal to the aggregate
                                         nominal amount of the Registered Global Note at the time of such exchange. On an exchange
                                         of the whole of the Registered Global Note, the Registered Global Note shall be surrendered
                                         to the Registrar or the Transfer Agent and the Registrar or the Transfer Agent, as the
                                         case may be, shall cancel such Registered Global Note.



 


		5.4	Definitive
                                         Registered Notes issued in exchange for the Registered Global Note pursuant to Subsection
                                         ‎5.2 shall be registered by the Registrar in such name as the relevant Clearing System,
                                         pursuant to instructions from its direct or indirect participants or otherwise, shall
                                         instruct the Registrar, the Transfer Agent or TMCC. The Registrar or the Transfer Agent,
                                         as the case may be (and if the Registrar fails to do so the Transfer Agent), shall deliver
                                         such Definitive Registered Notes to or as directed by the persons in whose names such
                                         Definitive Registered Notes are so registered by the Registrar and shall direct all payments
                                         to be made in respect of such Definitive Registered Notes to the registered holders thereof
                                         on or after such exchange regardless of whether such exchange occurred after the record
                                         date for such payment.



 


		5.5	All
                                         Definitive Registered Notes issued upon the exchange of the Registered Global Note shall
                                         be valid obligations of TMCC, evidencing the same debt, entitled to the same benefits
                                         and subject to the same terms and conditions (except insofar as they relate specifically
                                         to a Registered Global Note) as the Registered Global Note surrendered upon such exchange.



 


		6.	Registration,
                                         Transfers and Exchanges



 


		6.1	The
                                         Registrar, as agent of TMCC for such purpose, shall at all times keep at its principal
                                         offices in Luxembourg, a central securities register (hereinafter the “Register”)
                                         for the registration of Registered Notes and registration of transfers and exchanges
                                         of Registered



 




    Page 9


    


    

Notes,
in which shall be entered the names, alphabetically arranged, and the latest known address of each person who is or has been a
registered holder of Registered Notes, the number of Registered Notes held by them, and the date and particulars of the issue
and transfer of each Registered Note.


 


		6.2	The
                                         Transfer Agent shall notify the Registrar of each registration required to be made by
                                         the Registrar in the Register and the Registrar shall make a corresponding registration
                                         in the Register.



 


		6.3	Subject
                                         to Section ‎7 hereof, upon surrender for registration of transfer of any Registered
                                         Note at its office, the Registrar or the Transfer Agent, as the case may be, shall authenticate,
                                         register and deliver, in the name of the transferee or transferees, a new Registered
                                         Note or Registered Notes for a like aggregate nominal amount.



 


		6.4	Subject
                                         to Section ‎7 hereof, upon surrender of any Registered Note at its office for exchange,
                                         the Registrar or the Transfer Agent, as the case may be, shall authenticate, register
                                         (in the case of the Registrar), procure the Registrar to register (in the case of the
                                         Transfer Agent) and deliver, in exchange for such Registered Note, a new Registered Note
                                         or Registered Notes of the appropriate authorised denomination(s) and for a like aggregate
                                         nominal amount in accordance with the provisions of the Registered Notes. TMCC, the Registrar
                                         and the Transfer Agent shall not be required to make any exchange of Registered Notes
                                         if as a result thereof, TMCC would incur adverse tax or other similar consequences under
                                         the laws or regulations of any jurisdiction in effect at the time of the exchange.



 


		6.5	All
                                         new Registered Notes authenticated and delivered by the Registrar or the Transfer Agent,
                                         as the case may be, upon registration of transfer or in exchange for Registered Notes
                                         of other denominations shall be so dated that neither gain nor loss of interest shall
                                         result from such registration of transfer or exchange.



 


		6.6	All
                                         Registered Notes presented or surrendered for registration of transfer or exchange shall
                                         be accompanied by a written instrument or instruments of transfer in form satisfactory
                                         to the Registrar or the Transfer Agent, as the case may be, which form shall be substantially
                                         in the form appended to the Registered Notes and otherwise in accordance with the prevailing
                                         transfer regulations and practices of the relevant Clearing System and duly executed
                                         by the registered holder or its duly authorised attorney.



 


		6.7	The
                                         Registrar or the Transfer Agent, as the case may be, shall not impose any service charge
                                         on the registered holder on any such registration of transfer or exchange of Registered
                                         Notes; however TMCC may require of the party requesting such transfer or exchange,
                                         as a condition precedent to the exercise of any right of transfer or exchange contained
                                         in this Agreement or in the Registered Notes, the payment of a sum sufficient to cover
                                         any stamp or other tax or other governmental charge payable in connection therewith.



 


		6.8	TMCC,
                                         the Registrar, the Transfer Agent and any other Paying Agent may (except as ordered by
                                         a court of competent jurisdiction or as required by law) treat the person in whose name
                                         any Registered Note is registered as the absolute owner of such Registered Note for the
                                         purpose of receiving payment of principal of and interest on such Registered Note, subject
                                         to the provisions of the Registered Global Note, whether or not such Registered Note
                                         be overdue and notwithstanding any notice of ownership, theft or loss or any writing
                                         thereon made by anyone, and any such payment shall be a good and sufficient discharge
                                         to TMCC, the Registrar, the Transfer Agent and any other Paying Agent for the amount
                                         so paid, provided that where the Registrar, the Transfer Agent or any other Paying Agent,
                                         as the case may be, has notified TMCC of the presentation and surrender of any Registered
                                         Note in accordance with



 




    Page 10


    


    

Subsection
‎9.2, the Registrar, the Transfer Agent or any other Paying Agent shall not make payment thereon until so instructed by TMCC.


 


		6.9	The
                                         Registrar shall not be required to register, and the Transfer Agent shall not be required
                                         to procure the Registrar to register, any transfer or exchange of Registered Notes during
                                         the period from any Regular Record Date (as defined in the Registered Notes) to the corresponding
                                         Interest Payment Date (as defined in the applicable Final Terms) or Maturity Date (as
                                         defined in the applicable Final Terms) or from the close of business on the Redemption
                                         Record Date (as defined in the Registered Notes) to the Redemption Date (as
                                         defined in the Registered Notes) and for the purposes of any interest payment made in
                                         accordance with Section ‎8 hereof, such payment shall be made to those persons in
                                         whose names the Registered Notes are registered on such Regular Record Date or Redemption
                                         Record Date, as the case may be.



 


		7.	Special
                                         Provisions relating to Registered Global Notes



 


		7.1	Unless
                                         otherwise agreed by TMCC, the relevant Purchaser, the Registrar and the Transfer Agent,
                                         each Registered Global Note shall be registered on issue in the name of a nominee of
                                         the relevant Clearing System (or a common nominee), or such other name as is advised
                                         by an authorised representative of the relevant Clearing System, and deposited on issue
                                         with a depository for the relevant Clearing System (or a common depositary).



 


		7.2	As
                                         long as the relevant Clearing System or its nominee (or a common nominee) is the registered
                                         holder of the Registered Global Note it will be considered the sole owner and holder
                                         of the Registered Notes for purposes of receiving payment of principal and interest hereunder
                                         and under the Registered Global Note. None of TMCC, the Registrar, the Transfer Agent
                                         or any other Paying Agent will have any responsibility or liability for any aspect of
                                         the records of the relevant Clearing System relating to payments made by such Clearing
                                         System on account of beneficial interests in the Registered Global Note. Except as provided
                                         in Subsection ‎5.1 hereof, owners of beneficial interests in the Registered Global
                                         Note will not be entitled to have Registered Notes registered in their names and will
                                         not receive or be entitled to receive Definitive Registered Notes.



 


		7.3	Unless
                                         the Registered Global Note is presented by an authorised representative of the relevant
                                         Clearing System to TMCC, the Registrar, the Transfer Agent or any other Paying Agent
                                         for registration of transfer, exchange or payment, and any replacement Registered Global
                                         Note issued is registered in the name of, or in the name of a nominee (or common nominee)
                                         of, the relevant Clearing System, or in such other name as is requested by an authorised
                                         representative of the relevant Clearing System (and any payment is made to such nominee
                                         (or common nominee) or to such other entity as is requested by an authorised representative
                                         of the relevant Clearing System), any transfer, pledge or other use of the Registered
                                         Global Note for value or otherwise by or to any person shall be wrongful since the registered
                                         holder thereof has an interest therein.



 


		8.	Payments



 


		8.1	TMCC
                                         will pay to the Transfer Agent, in same day funds, in the Specified Currency, to an account
                                         to be specified by the Transfer Agent, prior to 9:30 am (London time) on the day on which
                                         the same shall become due (or the next following Business Day (as defined
                                         below) if such due date falls upon a day which is not a Business Day), all amounts to
                                         be paid on the Registered Notes for principal and interest on that date as required by
                                         the terms of the Registered Notes, and TMCC hereby authorises and directs the Transfer
                                         Agent, from the funds so paid to it, to make payment of the principal and interest in
                                         respect of the Registered



 




    Page 11


    


    

Notes
in accordance with their terms and the provisions set forth below. For the purposes hereof, “Business Day”
means a day on which banking institutions in London, England or the applicable
place of payment are not authorised or obligated by law or executive order to be closed.


 


		8.2	Payment
                                         of principal and interest on the Registered Global Note shall be made by the Transfer
                                         Agent to the registered holder in the Specified Currency and in accordance with the regular
                                         procedures established from time to time by the relevant Clearing System and the Transfer
                                         Agent.



 


		8.3	Payment
                                         of principal in respect of Definitive Registered Notes issued pursuant to Subsection
                                         ‎5.1 hereof shall be made in the Specified Currency at the office of the Registrar
                                         in Luxembourg, the office of the Transfer Agent in London, England or at the specified
                                         office of any other Paying Agent, provided no such payment shall be made at a specified
                                         office of any Paying Agent within the United States.



 


		8.4	The
                                         Transfer Agent shall arrange with the Registrar and each other Paying Agent for the payment,
                                         as provided herein, of the principal of and interest on the Registered Global Notes on
                                         terms approved by TMCC provided no such payment shall be made at a specified office of
                                         any Paying Agent within the United States. Notwithstanding the foregoing such payment
                                         may be made at the specified office of a Paying Agent in the United States (which expression,
                                         as used herein, means the United States of America (including the States and the District
                                         of Columbia and its possessions) only if:



 


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



 


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



 


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



 


		8.5	Payment
                                         of interest due prior to or at maturity or on any date of early redemption will be made
                                         by credit or transfer to an account in the relevant Specified Currency maintained by
                                         the payee with, or at the option of the payee by a cheque in such Specified Currency
                                         drawn on, a bank in the principal financial centre of the country of such Specified Currency
                                         unless specified otherwise in the applicable Final Terms, delivered to the registered
                                         addresses of registered holders of Registered Notes. Such cheque shall be dated the due
                                         date for payment and made payable to the order of the registered holder or, in the case
                                         of joint registered holders, to the order of all such joint holders (failing instructions
                                         from them to the contrary) and shall be sent to the address of that one of such joint
                                         holders whose name stands first in the register as one of such joint holders. The Registrar,
                                         the Transfer Agent or any Paying Agent appointed by TMCC for such purpose shall mail
                                         or otherwise deliver such cheques to the names and addresses of registered holders of
                                         Registered Notes sufficiently in advance of the relevant due date for payment that receipt
                                         of such cheques by registered holders on or before the due date is reasonably assured.



 


		8.6	All
                                         moneys paid to the Transfer Agent under Subsection ‎8.1 hereof shall be held by it
                                         in a separate account from the moment when such money is received until the time of actual



 




    Page 12


    


    

payment,
in trust for the registered holders of Registered Notes to be applied by the Transfer Agent to payments due on the Registered
Notes at the time and in the manner provided for in this Agreement and the Registered Notes. Any money deposited with the Transfer
Agent for the payment of the principal or interest in respect of any Registered Note remaining unclaimed for five years after
such principal or interest shall have become due and payable shall be repaid to TMCC without interest, and the registered holder
of a Registered Note may thereafter look only to TMCC for any payment to which such holder may be entitled.


 


		8.7	Subject
                                         to the Transfer Agent being satisfied in its sole discretion that payment will be duly
                                         made as provided in Subsection 8.1, the Transfer Agent or the relevant Paying Agent shall
                                         pay or cause to be paid all amounts due in respect of the Registered Notes on behalf
                                         of TMCC in the manner provided in the Conditions. If any payment provided for in Subsection
                                         8.1 is made late but otherwise in accordance with the provisions of this Agreement, the
                                         Transfer Agent and each Paying Agent shall nevertheless make payments in respect of the
                                         Registered Notes as aforesaid following receipt by it of such payment.



 


		8.8	If
                                         for any reason the Transfer Agent considers in its sole discretion that the amounts to
                                         be received by the Transfer Agent pursuant to Subsection 8.1 will be, or the amounts
                                         actually received by it pursuant thereto are, insufficient to satisfy all claims in respect
                                         of all payments then falling due in respect of the Registered Notes, the Transfer Agent
                                         shall then forthwith notify TMCC of such insufficiency and, until such time as the Transfer
                                         Agent has received the full amount of all such payments, neither the Transfer Agent nor
                                         any Paying Agent shall be obliged to pay any such claims.



 


		8.9	Without
                                         prejudice to Subsections 8.7 and 8.8, if the Transfer Agent pays any amounts to the holders
                                         of Registered Note or to any Paying Agent at a time when it has not received payment
                                         in full in respect of the relevant Registered Note in accordance with Subsection 8.1
                                         (the excess of the amounts so paid over the amounts so received being the “Shortfall”),
                                         TMCC shall, in addition to paying amounts due under Subsection 8.1, pay to the Transfer
                                         Agent on demand interest (at a rate which represents the Transfer Agent’s actual
                                         overnight cost of funding the Shortfall as evidenced to TMCC by the provision of details
                                         of the calculation of the cost of funding) on the Shortfall (or the unreimbursed portion
                                         thereof) from (and including) the date such Shortfall is paid by the Transfer Agent to
                                         the holders of the Registered Notes or to any Paying Agent to (but excluding) the date
                                         of receipt in full by the Transfer Agent of the Shortfall. The Transfer Agent shall notify
                                         TMCC by facsimile as soon as practicable, it being understood that TMCC shall have the
                                         right to make such payment subsequently with good value as of such Business Day.



 


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



 


		8.11	The
                                         Transfer Agent shall be entitled to deduct any applicable FATCA Withholding Tax and shall
                                         have no obligation to gross-up any payment hereunder or to pay any additional amount
                                         as a result of such applicable FATCA Withholding Tax.



 


		8.12	If
                                         TMCC reasonably determines that it will be required to withhold or deduct any FATCA Withholding
                                         Tax in connection with any payment due on any Notes, then TMCC will be entitled to re-direct
                                         or reorganise any such payment in any way that it sees fit in order that the



 




    Page 13


    


    

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.	Mutilated,
                                         Destroyed, Stolen or Lost Note Certificates



 


		9.1	If
                                         any Registered Note certificate is mutilated, defaced, destroyed, stolen or lost, application
                                         for replacement shall be made to the Registrar or the Transfer Agent, as the case may
                                         be, who shall promptly transmit such application to TMCC. Such application shall be accompanied
                                         by the mutilated or defaced certificate or proof, satisfactory to TMCC in its discretion,
                                         of the destruction, theft or loss of the certificate, and upon receipt by TMCC of an
                                         indemnity satisfactory to it, TMCC shall execute a new certificate of like tenor, and
                                         upon written instructions from TMCC, the Registrar or the Transfer Agent, as the case
                                         may be, shall thereupon cancel the mutilated or defaced certificate and the Registrar
                                         shall, or the Transfer Agent shall procure that the Registrar shall, adjust the Register
                                         to reflect the destruction, theft or loss of a certificate, as the case may be, and authenticate,
                                         register (in the case of the Registrar only) and deliver such new certificate in exchange
                                         for the mutilated or defaced certificate or in substitution for the destroyed, stolen
                                         or lost certificate. Such replacement certificate shall be so dated that neither gain
                                         nor loss in interest will result from such exchange or substitution. All expenses associated
                                         with procuring any indemnity and with the preparation, authentication and delivery of
                                         a replacement certificate will be borne by the registered holder of the mutilated, defaced,
                                         destroyed, stolen or lost Registered Note certificate.



 


		9.2	Whenever
                                         any Registered Note certificate, alleged to have been lost, stolen or destroyed for which
                                         a replacement Registered Note certificate has been issued, is presented to the Registrar,
                                         Transfer Agent or any Paying Agent for payment at maturity or redemption or for registration
                                         of transfer or exchange, the Registrar, Transfer Agent or the Paying Agent, as the case
                                         may be, shall immediately notify TMCC in respect thereof and shall deal with such Registered
                                         Note only in accordance with TMCC’s instructions.



 


		10.	Maturity,
                                         Redemption and Purchases



 


		10.1	Unless
                                         previously redeemed as provided in the Conditions, or repurchased by TMCC as provided
                                         below, the nominal amount of the Registered Notes is due and payable on the Maturity
                                         Date or such other date or dates as set out in the applicable Final Terms.



 


		10.2	TMCC
                                         may, if not in default under the Conditions and the terms of the Registered Notes, at
                                         any time, purchase Registered Notes in the open market, or by tender or by private contract
                                         at any price, in accordance with applicable law and shall cause the Registrar or the
                                         Transfer Agent, as the case may be, to cancel any Registered Notes so purchased.



 


		10.3	If
                                         TMCC elects to purchase and have cancelled any Registered Notes of a Series when such
                                         Registered Notes have been issued in the form of one or more Registered Global Notes,
                                         it shall require the Registrar to register such cancellation in the Register and the
                                         Registrar or the Transfer Agent, as the case may be (and if the Registrar fails to do
                                         so, the Transfer Agent), shall instruct the relevant Clearing System to reduce the outstanding
                                         aggregate nominal amount of the Registered Global Note(s) of such Series in accordance
                                         with the regular procedures of such Clearing System in effect at such time. Where a Global
                                         Registered Note is held in the NSS, the Registrar or the Transfer Agent, as the case
                                         may be (and if the Registrar fails to do so, the Transfer Agent), shall instruct the
                                         ICSDs to make entries in their records to reflect the cancellation and reduction of the
                                         outstanding aggregate nominal amount of such Registered Global Note. In addition, upon
                                         TMCC’s cancellation of any such Registered Notes,



 




    Page 14


    


    

the
Registrar shall deem that the maximum amount of the Registered Notes of such Series to be issued and outstanding at any time shall
be reduced by the nominal amount of the Registered Notes so cancelled.


 


		11.	Cancellation
                                         and Destruction



 


All
Registered Notes which are paid at maturity or upon early redemption, or surrendered for registration of transfer or exchange
for other certificates, shall be cancelled by the Registrar or the Transfer Agent and the Registrar shall, and the Transfer Agent
shall procure that the Registrar shall, register such cancellation. The Registrar shall, as soon as practicable after the date
of cancellation of Registered Notes under this Section, Subsection 10.2 or Subsection ‎10.3 hereof or the date that the Register
is adjusted to reflect the destruction, theft or loss of a certificate pursuant to Subsection ‎9.1 hereof, furnish or procure
that the Transfer Agent furnishes, TMCC, the Registrar or the Transfer Agent (as applicable) and the Agent with a certificate
or certificates stating the serial numbers and total number of Registered Notes that have been cancelled. The Registrar or the
Transfer Agent, as the case may be, shall destroy all cancelled Registered Notes in accordance with the instructions of TMCC and
shall furnish to TMCC, on a timely basis, certificates of destruction stating the serial numbers, dollar value and total number
of all Registered Notes destroyed hereunder, copied to the Registrar or the Transfer Agent, as the case may be.


 


		12.	Publication
                                         of Notices



 


On
behalf of and at the request and expense of TMCC, the Transfer Agent shall cause to be published all notices required to be given
by TMCC in relation to Registered Notes in accordance with the Conditions. Forthwith upon the receipt by the Registrar or the
Transfer Agent, as the case may be, of a demand or notice from any Noteholder in accordance with the Conditions, the Registrar
or the Transfer Agent, as the case may be, shall forward a copy thereof to TMCC.


 


		13.	Limit
                                         on Liability



 


In
acting under this Agreement, the Registrar, the Transfer Agent and any other Paying Agent are acting solely as agents of TMCC
and do not assume any obligation or relationship of agency or trust for or with any of the holders of the Registered Notes, except
that all funds held by the Registrar, the Transfer Agent and any other Paying Agent for payment of principal or interest shall
be held in trust for the registered holders of Registered Notes as provided in this Agreement.


 


		14.	Rights
                                         and Liabilities of Registrar, Transfer Agent and Paying Agents



 


		14.1	The
                                         Registrar and the Transfer Agent may rely without further investigation or inquiry upon
                                         and shall incur no liability for, or in respect of, any action taken, omitted to be taken
                                         or suffered by it in reliance upon any Registered Note, certificate, affidavit, instruction,
                                         notice, request, direction, order, statement or other paper, document or communication
                                         reasonably believed by it to be genuine. Any order, certificate, affidavit, instruction,
                                         notice, request, direction, statement or other communication from TMCC made or given
                                         by it and sent, delivered or directed to the Registrar or the Transfer Agent under, pursuant
                                         to, or as permitted by, any provision of this Agreement shall be sufficient for purposes
                                         of this Agreement if such communication is in writing and signed by the duly authorised
                                         representatives of and certified as such by TMCC. The Registrar and the Transfer Agent
                                         shall retain the right not to act and shall not be held liable for refusing to act unless
                                         it has received clear and reasonable documentation which complies with the terms of this
                                         Agreement. The Registrar and the Transfer Agent shall be entitled to rely on, and act
                                         upon, any direction, order, instruction,



 




    Page 15


    


    

notice
or other communication provided to it hereunder which is sent to it by facsimile transmission.


 


		14.2	The
                                         Registrar, the Transfer Agent and each other Paying Agent, and their officers, directors
                                         and employees, may become the holder of, or acquire any interest in, any Notes, with
                                         the same rights that it or they would have if it were not the Registrar, Transfer Agent
                                         or a Paying Agent hereunder, or they were not such officers, directors or employees,
                                         and may engage or be interested in any financial or other transaction with TMCC and may
                                         act on, or as depository, trustee or agent for, any committee or body of holders of Notes
                                         or other obligations of TMCC as freely as if it were not the Registrar, Transfer Agent
                                         or a Paying Agent hereunder or they were not such officers, directors or employees.



 


		14.3	The
                                         Registrar and the Transfer Agent may in connection with its services hereunder:



 


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



 


		(b)	assume
                                         that the terms of the Registered Notes as issued are correct;



 


		(c)	refer
                                         any question relating to the ownership of any Registered Note, or the adequacy or sufficiency
                                         of any evidence supplied in connection with the replacement, transfer or exchange of
                                         any Registered Note to TMCC for determination by TMCC and in good faith conclusively
                                         rely upon any determination so made; and



 


		(d)	whenever
                                         in the administration of this Agreement it shall deem it desirable that a matter be proved
                                         or established prior to taking, suffering or omitting any action hereunder, in the absence
                                         of bad faith or negligence or wilful misconduct on its part, accept a certificate signed
                                         by any person duly authorised on behalf of TMCC as to any fact or matter prima facie
                                         within the knowledge of TMCC as sufficient evidence thereof.



 


		14.4	No
                                         provisions of this Agreement shall require the Registrar or the Transfer Agent to expend
                                         its own funds or assume a financial commitment to a person not party to this Agreement
                                         (other than in the ordinary course of its business) in the performance of any of its
                                         duties hereunder, or in the exercise of any of its rights or powers hereunder.



 


		14.5	The
                                         Transfer Agent, the Registrar and any other Paying Agent shall be obliged to perform
                                         such duties and only such duties as are set out in this Agreement (including Schedule
                                         4), the Conditions, the Procedures Memorandum and the Registered Notes or are otherwise
                                         agreed in writing by TMCC, the Registrar, the Transfer Agent and any Paying Agent, as
                                         applicable, and no implied duties or obligations shall be read into this Agreement or
                                         the Registered Notes against the Transfer Agent, the Registrar and Paying Agents other
                                         than the duty to act honestly and in good faith and to exercise the diligence of a reasonably
                                         prudent registrar, transfer agent and paying agent, as applicable, in such circumstances.



 


		14.6	TMCC
                                         will supply the Registrar and the Transfer Agent with the names and specimen signatures
                                         of its authorised signatories.



 


		14.7	The
                                         sending of a cheque by the Transfer Agent or the sending of moneys by credit or wire
                                         transfer by the Transfer Agent will satisfy and discharge the liability for any amounts
                                         due to the extent of the sum or sums represented thereby (plus the amount of any tax
                                         deducted or withheld as required by law) unless such cheque, credit or wire is not honoured
                                         on



 




    Page 16


    


    

presentation;
provided that, in the event of the non-receipt of such cheque, credit or wire by the payee, or the loss or destruction thereof,
the Transfer Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably
satisfactory to it, will issue to such payee a replacement cheque, credit or wire.


 


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



 


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



 


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

                                         W-9.



 


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



 


		14.12	Payments
                                         made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable
                                         payments” within the meaning of Section 1473(1) of the Code.



 


		15.	Commissions,
                                         Expenses and Indemnities



 


		15.1	TMCC
                                         agrees to pay to the Registrar and Transfer Agent such fees and commissions as TMCC,
                                         the Registrar and Transfer Agent may separately agree in respect of the services of the
                                         Registrar and the Transfer Agent hereunder, together with any out-of-pocket expenses
                                         (including legal, printing, postage, tax, cable and advertising expenses required in
                                         connection with the Registered Notes issued hereunder) properly incurred by the Registrar
                                         and the Transfer Agent in connection with their said services.



 


		15.2	TMCC
                                         will indemnify the Registrar, the Transfer Agent and each other Paying Agent against
                                         any direct losses, liabilities, costs, claims, actions, demands or expenses (including,
                                         but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing
                                         or defending any of the foregoing but excluding loss of profits) which it may incur or
                                         which may be made against the Registrar, the Transfer Agent and each other Paying Agent
                                         as a result of, or in connection with its appointment by TMCC or the exercise of its
                                         powers and duties under this Agreement except such as may result from the Registrar’s,
                                         the Transfer Agent’s or any other Paying Agent’s own wilful default, negligence
                                         or bad faith or that of its officers,



 




    Page 17


    


    

directors
or employees or the breach by it of the terms of this Agreement. Such indemnity shall survive the termination or expiry of this
Agreement.


 


		15.3	The
                                         Registrar, the Transfer Agent and each other Paying Agent shall not be liable for any
                                         action taken or omitted hereunder except for their own wilful default, negligence or
                                         bad faith or that of their respective officers, directors or employees or the breach
                                         by any of them of the terms of this Agreement. The Agent, the Transfer Agent and each
                                         other Paying Agent shall not be liable for any consequential loss (being loss of business,
                                         goodwill, opportunity or profit) suffered by TMCC.



 


		15.4	The
                                         Registrar, the Transfer Agent and each other Paying Agent shall not be responsible for
                                         the acts or failure to act of any other of them and each of the Registrar, the Transfer
                                         Agent and each other Paying Agent shall severally indemnify TMCC against any loss, liability,
                                         cost, claim, action, demand or expense (including, but not limited to, all reasonable
                                         costs, legal fees, charges and expenses paid or incurred in disputing or defending any
                                         of the foregoing) which TMCC may incur or which may be made against it as a result of
                                         the breach by the Registrar, the Transfer Agent or such other Paying Agent of the terms
                                         of this Agreement or its wilful default, negligence or bad faith or that of its officers,
                                         directors or employees. Such indemnity shall survive the termination or expiry of this
                                         Agreement.



 


		15.5	If,
                                         under any applicable law and whether pursuant to a judgment being made or registered
                                         against TMCC or in the liquidation, insolvency or analogous process of TMCC or for any
                                         other reason, any payment under or in connection with this Agreement is made or is to
                                         be satisfied in a currency (the “other currency”) other than that
                                         in which the relevant payment is expressed to be due (the “required currency”)
                                         under this Agreement, then, to the extent that the payment (when converted into the required
                                         currency at the rate of exchange on the date of payment or, if it is not practicable
                                         for the Transfer Agent or the relevant Paying Agent to purchase the required currency
                                         with the other currency on the date of payment, at the rate of exchange as soon thereafter
                                         as it is practicable for it to do so or, in the case of a liquidation, insolvency or
                                         analogous process at the rate of exchange on the latest date permitted by applicable
                                         law for the determination of liabilities in such liquidation, insolvency or analogous
                                         process) actually received by the Transfer Agent or the relevant Paying Agent falls short
                                         of the amount due under the terms of this Agreement, TMCC undertakes that it shall, as
                                         a separate and independent obligation, indemnify and hold harmless the Transfer Agent
                                         and the relevant Paying Agent against the amount of such shortfall. For the purpose of
                                         this Subsection 15.5, “rate of exchange” means the rate at which the
                                         Transfer Agent or the relevant Paying Agent is able on the London foreign exchange market
                                         on the relevant date to purchase the required currency with the other currency and shall
                                         take into account any premium and other costs of exchange.



 


		16.	Changes
                                         in Registrar, Transfer Agent and Paying Agents



 


		16.1	TMCC
                                         agrees that until no Registered Note is outstanding or until moneys for the payment of
                                         all amounts in respect of all outstanding Registered Notes have been made available to
                                         the Transfer Agent and have been returned to TMCC as provided herein (whichever is the
                                         later):



 


		(a)	there
                                         shall at all times be a Registrar and a Transfer Agent hereunder;



 


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



 




    Page 18


    


    

		(c)	there
                                         will at all times be a Paying Agent in a Member State of the European Union that will
                                         not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC
                                         or any law implementing or complying with or introduced to conform to, such Directive;



 


provided
that TMCC, whenever possible, may choose to act at any time as its own registrar, transfer agent and paying agent.


 


		16.2	Neither
                                         the Registrar nor the Transfer Agent shall transfer or assign this Agreement or any interest
                                         or obligation herein without TMCC's prior written consent. Any corporation into which
                                         the Registrar or the Transfer Agent may be amalgamated, merged or converted, or any corporation
                                         with which the Registrar or the Transfer Agent may be consolidated, or any corporation
                                         resulting from any amalgamation, merger, conversion or consolidation to which the Registrar
                                         or the Transfer Agent shall sell or otherwise transfer all or substantially all of its
                                         corporate trust or bond agency business shall be the successor Registrar or the Transfer
                                         Agent, as the case may be, under this Agreement without the execution or filing of any
                                         paper or any further act on the part of any of the parties hereto, but subject to prior
                                         notice to and the prior approval of TMCC.



 


		16.3	The
                                         Registrar may at any time resign by giving written notice to TMCC of its resignation,
                                         specifying the date on which its resignation shall become effective (which shall not
                                         be less than 60 days after the date on which such notice is given unless TMCC shall agree
                                         to a shorter period); provided that no such notice shall expire less than 30 days before
                                         or less than 30 days after the due date for any payment of principal or interest in respect
                                         of the Notes. TMCC may remove the Registrar at any time by giving written notice to the
                                         Registrar specifying the date on which such removal shall become effective. Such resignation
                                         or removal shall only take effect upon the appointment by TMCC of a successor Registrar
                                         and upon the acceptance of such appointment by such successor Registrar. The Transfer
                                         Agent and any other Paying Agent may resign or may be removed at any time upon like notice,
                                         and TMCC in any such case may appoint in substitution therefor a new Transfer Agent or
                                         Paying Agent.



 


		16.4	TMCC
                                         may from time to time appoint one or more additional agents in relation to the Registered
                                         Notes (which may include the agents appointed under the Programme Agency Agreement) for
                                         the processing of applications for registration of transfer and exchange of Registered
                                         Notes and/or for the payment (subject to the applicable laws and regulations) of the
                                         principal of and interest on the Registered Notes and shall provide notice of such appointment
                                         to the Registrar, the Transfer Agent and the Agent; provided, however, that the Register
                                         shall at all times be maintained by the Registrar. The obligations of the Transfer Agent,
                                         Registrar, other Paying Agent or additional agent appointed in relation to the Registered
                                         Notes are several and not joint.



 


		16.5	TMCC
                                         may at any time terminate the appointment of the Registrar, the Transfer Agent or any
                                         Paying Agent appointed in relation to Registered Notes. TMCC will keep the Registrar,
                                         the Transfer Agent and the Agent informed as to the name, address and telephone and facsimile
                                         numbers of each Paying Agent appointed by it in relation to Registered Notes and will
                                         notify the Registrar, the Transfer Agent and the Agent of the resignation or removal
                                         of the Registrar, the Transfer Agent or any Paying Agent in relation to Registered Notes.



 


		16.6	The
                                         appointment of the Registrar, the Transfer Agent or any Paying Agent hereunder shall
                                         forthwith terminate, whether or not notice of such termination shall have been given,
                                         if at any time the Registrar, the Transfer Agent or such Paying Agent becomes incapable
                                         of performing its duties hereunder, or is adjudged bankrupt or insolvent, or files a
                                         voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors
                                         or consents to the



 




    Page 19


    


    

appointment
of a liquidator or receiver of all or any substantial part of its property or admits in writing its inability to pay or meet its
debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the winding up or dissolution
of the Registrar, the Transfer Agent or such Paying Agent, or if a liquidator or receiver of the Registrar, the Transfer Agent
or such Paying Agent of all or any substantial part of its property is appointed, or if any order of any court is entered approving
any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public officer
takes charge or control of the Registrar, the Transfer Agent or such Paying Agent or its property or affairs for the purposes
of rehabilitation, conservation or liquidation.


 


		16.7	Prior
                                         to the effective date of any such resignation or removal of the Registrar, the Transfer
                                         Agent or Paying Agent, or if the Registrar, the Transfer Agent or Paying Agent shall
                                         become unable to act as such, TMCC shall appoint a successor Registrar, Transfer
                                         Agent or Paying Agent. Upon the appointment of a successor Registrar, Transfer Agent
                                         or Paying Agent and its acceptance of such appointment, the retiring Registrar, Transfer
                                         Agent or Paying Agent shall, at the direction of TMCC, deliver and pay over to its successor
                                         any and all securities, money and any other properties then in its possession as Registrar,
                                         Transfer Agent or Paying Agent and shall thereupon cease to act hereunder.



 


		16.8	Any
                                         variation, termination, appointment or change shall only take effect (other than termination
                                         under Subsection ‎16.6 hereof above, when it shall be of immediate effect) after
                                         not less than 30 or more than 45 days’ prior notice thereof shall have been given
                                         to the Noteholders in accordance with Condition 16.



 


		16.9	Not
                                         less than 60 days prior to the date of any affected payment, the Transfer Agent and each
                                         Paying Agent agrees that it shall notify TMCC in writing if any of Subsection 14.9 and
                                         Subsection 14.10 or 14.11, as applicable to such Transfer Agent or Paying Agent, cease
                                         to be true, or if the Transfer Agent or any other Paying Agent believes that it will
                                         no longer be able to comply with such Subsections. Any such notice shall constitute notice
                                         of resignation by such Paying Agent under Subsection ‎16.3.



 


		17.	Meetings
                                         of Noteholders



 


		17.1	Each
                                         of the Registrar, the Transfer Agent and the Paying Agents, on the request of any holder
                                         of Registered Notes, shall issue voting certificates and block voting instructions and
                                         shall forthwith give notice to TMCC and the Registrar by fax, with the original notice
                                         to follow by first class prepaid post, of any revocation or amendment of a block voting
                                         instruction. Each of the Registrar, the Transfer Agent and the Paying Agents will keep
                                         a full and complete record of all voting certificates and block voting instructions issued
                                         by it and will, not less than 24 hours before the time appointed for holding a meeting
                                         or adjourned meeting, deposit at such place as may be notified to the Transfer Agent
                                         and the Paying Agents by the Registrar, for the purpose full particulars, all voting
                                         certificates and block voting instructions issued by it in respect of such meeting or
                                         adjourned meeting.



 


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



 


		17.3	The
                                         Registrar may at any time call a meeting of holders of Registered Notes of any Series
                                         for any purpose specified in Section ‎21 to be held at such time and at such place
                                         in Luxembourg or in London, England as the Registrar and TMCC shall determine. Notice
                                         of every meeting



 




    Page 20


    


    

of
holders of Registered Notes, setting forth the time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given by the Registrar to TMCC and to the holders of the Registered Notes, in the same manner
as provided in Condition 16, not less than 21 nor more than 180 days prior to the date fixed for the meeting. If at any time TMCC
or the holders of at least 10 per cent. in nominal amount of the outstanding Registered Notes shall have requested the Registrar
to call a meeting of the holders to take any action authorised in Section ‎21, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Registrar shall not have given notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then TMCC,
or the holders of Registered Notes in the amount above-specified, as the case may be, may determine the time and the place in
Luxembourg or London for such meeting and may call such meeting by giving notice thereof as provided in this Subsection ‎17.3.


 


		17.4	To
                                         be entitled to vote at any meeting of holders of Registered Notes, a person shall be
                                         a registered holder of outstanding Registered Notes at the time of such meeting, or a
                                         person appointed by an instrument in writing as proxy for such holder.



 


		17.5	The
                                         quorum at any meeting called to adopt a resolution will be persons holding or representing
                                         a majority in aggregate nominal amount of the Registered Notes then outstanding affected
                                         thereby. In the absence of a quorum, within 30 minutes of the time appointed for any
                                         such meeting, the meeting may be adjourned for a period of not less than 10 days as determined
                                         by the chairman of the meeting prior to the adjournment of such meeting. In the absence
                                         of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned
                                         for a period of not less than 10 days as determined by the chairman of the meeting prior
                                         to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned
                                         meeting shall be given as provided in Subsection ‎17.3 except that such notice need
                                         be given not less than five days prior to the date on which the meeting is scheduled
                                         to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly
                                         the percentage of the nominal amount of the outstanding Registered Notes which shall
                                         constitute a quorum.



 


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


 


		17.6	Any
                                         modifications, amendments or waivers under this Section ‎17 or Section ‎21 to
                                         this Agreement or to the terms and conditions of the Registered Notes will be conclusive
                                         and binding on all holders of Registered Notes whether or not they have given such consent
                                         or were present at any meeting, and whether or not notation of such modifications, amendments
                                         or waivers is made upon the Registered Notes. It shall not be necessary for the consent
                                         of the holders of Registered Notes under Condition 15 to approve the particular form
                                         of any proposed amendment, but it shall be sufficient if such consent shall approve the
                                         substance thereof.



 




    Page 21


    


    

		17.7	Registered
                                         Notes authenticated and delivered after the execution of any amendment under this Section
                                         ‎17 or Section ‎21 to this Agreement may bear a notation in form approved by
                                         the Registrar and the Transfer Agent as to any matter provided for in such amendment
                                         to this Agreement. New Registered Notes so modified as to conform, in the opinion of
                                         the Registrar, the Transfer Agent and TMCC, to any modification contained in any such
                                         amendment may be prepared by TMCC, authenticated by the Registrar or the Transfer Agent
                                         and delivered in exchange for or on transfer or the Registered Notes then outstanding
                                         affected thereby.



 


		17.8	The
                                         Registrar may make such reasonable regulations as it may deem advisable for any meeting
                                         of holders of Registered Notes in regard to proof of the holding of Registered Notes
                                         and of the appointment of proxies and in regard to the appointment and duties of inspectors
                                         of votes, the submission and examination of proxies, certificates and other evidence
                                         of the right to vote, and such other matters concerning the conduct of the meeting as
                                         it shall deem appropriate. The Registrar shall, by an instrument in writing, appoint
                                         a temporary chairman of the meeting, unless the meeting shall have been called by TMCC
                                         or holders of Registered Notes as provided above, in which case TMCC or the holders of
                                         Registered Notes calling the meeting, as the case may be, shall in like manner appoint
                                         a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall
                                         be elected by vote of the persons entitled to vote a majority in nominal amount of the
                                         outstanding Registered Notes represented at the meeting. The chairman of the meeting
                                         shall have no right to vote, except as a holder of Registered Notes or proxy. A record,
                                         at least in triplicate, of the proceedings of each meeting of holders of Registered Notes
                                         shall be prepared, and one such copy shall be delivered to TMCC and another to the Registrar
                                         to be preserved by the Registrar.



 


		18.	Further
                                         Issues



 


TMCC
shall be at liberty from time to time without the consent of the holders of the Registered Notes to create and issue further Registered
Notes ranking pari passu in all respects (or in all respects save for the Issue Date, the amount and the date of the first
payment of interest thereon and/or the purchase price) and so that the same shall be consolidated and form a single series with
the outstanding Registered Notes and references in this Agreement to “Registered Notes” shall be construed accordingly.


 


		19.	Reports



 


The
Registrar and the Transfer Agent shall furnish to TMCC such reports as may be required by TMCC relative to the Registrar's and
the Transfer Agent’s performance under this Agreement. TMCC may, whenever it deems it necessary, inspect books and records
maintained by the Registrar and the Transfer Agent pursuant to this Agreement, if any.


 


		20.	Forwarding
                                         of Notice



 


If
the Registrar shall receive any notice or demand addressed to TMCC pursuant to the provisions of the Registered Notes, the Registrar
shall promptly forward such notice or demand to TMCC.


 


		21.	Amendments



 


This
Agreement and the Registered Notes may be amended by TMCC and the Registrar and the Transfer Agent, without the consent of the
holder of any Registered Note (a) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or therein, or to evidence the succession of another corporation to TMCC as provided in Condition 13
or provide for substitution of TMCC as provided in Condition 14, (b) to make any further modifications of the terms of this Agreement
necessary or desirable to allow for the issuance of any additional


 




    Page 22


    


    

Registered
Notes (which modifications shall not be materially adverse to holders of outstanding Registered Notes), or (c) in any manner which
TMCC and the Registrar and the Transfer Agent may deem necessary or desirable and which shall not materially adversely affect
the interests of the holders of the Registered Notes. In addition, with the written consent of the holders of a majority in aggregate
nominal amount of the Registered Notes then outstanding affected thereby, or by resolution adopted by the holders of a majority
in aggregate nominal amount of Registered Notes then outstanding present or represented at a meeting of the holders of the Registered
Notes affected thereby at which a quorum is present (provided that such resolution shall be approved by the holders of not less
than 25 per cent. of the aggregate nominal amount of Registered Notes then outstanding affected thereby), this Agreement or the
terms and conditions of the Registered Notes may be modified or amended by the parties hereto or thereto, and future compliance
and past defaults waived, in each case as provided in Conditions 9 and 15 and subject to the limitations therein provided (including
that no such agreement shall, without the consent or the affirmative vote of the holder of each Registered Note affected thereby,
(i) change the stated maturity of the principal of or any instalment of interest on any Registered Note, (ii) reduce
the nominal amount of or interest on any Registered Note, (iii) change the obligation of TMCC to pay Additional Amounts as
provided in Condition 7, (iv) reduce the percentage in nominal amount of outstanding Registered Notes the consent of the
holders of which is necessary to modify or amend this Agreement or the terms and conditions of the Registered Notes or to waive
any future compliance or past default, or (v) reduce the percentage in nominal amount of outstanding Registered Notes the
consent of the holders of which is required at any meeting of holders of Registered Notes at which a resolution is adopted).


 


		22.	Redenomination
                                         and Exchange



 


Clause
30 of the Programme Agency Agreement is incorporated in this agreement mutatis mutandis.


 


		23.	Notices



 


		23.1	Any
                                         communications to the Registrar with respect to this Agreement shall be addressed to
                                         The Bank of New York Mellon (Luxembourg) S.A., Vertigo Building – Polaris, 2-4
                                         rue Eugène Ruppert, L-2453 Luxembourg, Attention: Corporate Trust Admin., Fax
                                         No.: +352 24 525 329;



 


		23.2	Any
                                         communications to the Transfer Agent with respect to this Agreement shall be addressed
                                         to The Bank of New York Mellon, One Canada Square, Canary Wharf, London E14 5AL, United
                                         Kingdom, Attention: Mark Elsom, Corporate Trust, Fax No.: +44 (0)20 7964 2536; and



 


		23.3	Any
                                         communications to TMCC with respect to this Agreement shall be addressed to 19001 South
                                         Western Avenue, NF10, Torrance, California 90501, United States, Attention: TFS Treasury
                                         Operations, Email: TFS_Treasury_Operations@toyota.com, Fax No.
                                         +1 310 381 7739;



 


(or
such other address as shall be specified in writing by the Registrar, the Transfer Agent or TMCC, as the case may be) and shall
be delivered in person or sent by first class prepaid post, email or by facsimile transmission subject, in the case of email or
facsimile transmission, to confirmation of receipt by telephone. Such notice shall take effect in the case of delivery in person,
at the time of delivery, in the case of delivery by first class prepaid post seven (7) Business Days after dispatch and in the
case of delivery by email or facsimile transmission, at the time of confirmation by telephone.


 


All
notices to the holders of Registered Notes will be mailed or delivered to such holders at their addresses indicated in records
maintained by the Registrar. Any such notice shall be deemed to have been given on the date of such delivery or publication, as
the case may be, or in the case of mailing, on


 




    Page 23


    


    

the
second Business Day after such mailing. For as long as the Registered Notes are represented by one or more Registered Global Notes,
the Registrar or the Transfer Agent may provide such notices to the applicable Clearing System to be provided by the applicable
Clearing System to its direct and indirect participants holding an interest in the Registered Notes in accordance with the rules
and procedures of the applicable Clearing System.


 


		24.	Deed
                                         Poll



 


		24.1	If
                                         any Registered Global Note becomes void in accordance with its terms, TMCC covenants
                                         with each Relevant Account Holder (other than any Relevant Account Holder which is an
                                         account holder of any other Relevant Clearing System) that each Relevant Account Holder
                                         shall automatically acquire at the Relevant Time, without the need for any further action
                                         on behalf of any person, against TMCC all those rights which the Relevant Account Holder
                                         would have had if at the Relevant Time it held and beneficially owned executed and authenticated
                                         Definitive Registered Notes in respect of each Underlying Note (as defined in the definition
                                         of Registered Global Note) represented by the Registered Global Note which the Relevant
                                         Account Holder has credited to its securities account with the Relevant Clearing System
                                         at the Relevant Time. TMCC’s obligation under this Section ‎24 shall be a separate
                                         and independent obligation by reference to each Underlying Note which a Relevant Account
                                         Holder has credited to its securities account with the Relevant Clearing System and TMCC
                                         agrees that a Relevant Account Holder may assign its rights under this Section ‎24
                                         in whole or in part.



 


		24.2	The
                                         records of the relevant Clearing System shall be conclusive evidence of the identity
                                         of the Relevant Account Holders and the number of Underlying Notes credited to the securities
                                         account of each Relevant Account Holder. For these purposes a statement issued by the
                                         relevant Clearing System stating:



 


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



 


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



 


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


 


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



 


		24.4	TMCC
                                         undertakes in favour of each Relevant Account Holder that, in relation to any payment
                                         to be made by it under this Section ‎24, it will comply with the provisions of Condition
                                         7 to the extent that they apply to any payments in respect of Underlying Notes as if
                                         those provisions had been set out in full in this Section ‎24.



 


		24.5	TMCC
                                         will pay any stamp and other duties and taxes, including interest and penalties, payable
                                         on or in connection with the execution of this Agreement and any action taken by any
                                         Relevant Account Holder to enforce the provisions of this Section ‎24.



 


		24.6	This
                                         Section ‎24 and Section ‎26 shall take effect as a Deed Poll for the benefit
                                         of the Relevant Account Holders from time to time. This Agreement shall be deposited
                                         with and held by the common depositary or common safekeeper, as the case may be, for
                                         Euroclear and



 




    Page 24


    


    

Clearstream,
Luxembourg until all the obligations of TMCC under this Section ‎24 have been discharged in full.


 


		24.7	TMCC
                                         acknowledges the right of every Relevant Account Holder to the production of, and the
                                         right of every Relevant Account Holder to obtain (upon payment of a reasonable charge)
                                         a copy of, this Agreement, and further acknowledges and covenants that the obligations
                                         binding upon it contained in this Section ‎24 are owed to, and shall be for the account
                                         of, each and every Relevant Account Holder, and that each Relevant Account Holder shall
                                         be entitled severally to enforce those obligations against TMCC.



 


		25.	Contracts
                                         (Rights of Third Parties) Act 1999



 


Save
for Section 24, a person who is not a party to this Agreement has no right by virtue of the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or
is available apart from that Act.


 


		26.	Governing
                                         Law and Submission to Jurisdiction



 


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



 


		26.2	TMCC
                                         hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent,
                                         the Paying Agents and the Relevant Account Holders, that the courts of England are to
                                         have jurisdiction to settle any disputes which may arise out of or in connection with
                                         this Agreement (including a dispute relating to any non-contractual obligations arising
                                         out of or in connection with this Agreement), and that accordingly any suit, action or
                                         proceedings (together referred to as “Proceedings”) arising out of
                                         or in connection with this Agreement (including any Proceedings relating to any non-contractual
                                         obligations arising out of or in connection with this Agreement) may be brought in such
                                         courts. TMCC hereby irrevocably waives any objection which it may have to the laying
                                         of the venue of any such Proceedings in any such court and any claim that any such Proceedings
                                         have been brought in an inconvenient forum and hereby further irrevocably agrees that
                                         a judgment in any such Proceedings brought in the English courts shall be conclusive
                                         and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing
                                         contained in this Section ‎26 shall limit any right to take Proceedings against TMCC
                                         in any other court of competent jurisdiction, nor shall the taking of Proceedings in
                                         one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction,
                                         whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC
                                         of Great Burgh, Burgh Heath, Epsom, Surrey KT18 5UZ, England as its agent for service
                                         of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing
                                         so to act or ceasing to be registered in England, it will appoint another person as its
                                         agent for service of process in England in respect of any Proceedings.



 


		27.	Counterparts



 


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


 


		28.	Headings



 


The
headings for the sections of this Agreement are for convenience only and are not part of this Agreement.


 




    Page 25


    


    

		29.	Stamp
                                         and Other Taxes



 


TMCC
agrees to pay any and all taxes, stamp and other documentary taxes or duties which may be payable in connection with the execution,
delivery, performance and enforcement of this Agreement by the Registrar, the Transfer Agent and the Paying Agents.


 




    Page 26


    


    

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


 


	 	TOYOTA MOTOR CREDIT CORPORATION	 
	 	 	 
	 	KATHERINE ADKINS	 
	 	 	 
	 	By:	 	 
	 		Name:	Katherine Adkins	 
	 	 	Title: 	Group Vice President, General Counsel & Secretary	 
	 	 	 	 	 
	 	 	19001 South Western Avenue, NF10	 
	 	 	Torrance	 
	 	 	California 90501	 
	 	 	USA	 



 

	 	Telephone:	+1 310 468 4076
	 	Telefax:	+1 310 381 7739
	 	Email:	TFS_Treasury_Operations@toyota.com
	 	Attention:	TFS Treasury Operations





 


			



 


	 	THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.	 
	 	 	 	 	 
	 	 	 	 	 
	 	PAUL CATTERMOLE	 
	 	 	 	 	 
	 	By:	 	 
	 		Name:	Paul Cattermole	 
	 	 	Title:	Vice President	 
	 	 	 	 	 
	 	 	Vertigo Building - Polaris 	 
	 	 	2-4 rue Eugène Ruppert 	 
	 	 	L-2453 Luxembourg 	 
	 	 	 	 
	 	 	Telephone: +352 24 52 5329	 
	 		Telefax:  +352 24 52 4204	 
	 	 	 	 



 






    Page 27


    


    



	 	THE BANK OF NEW YORK MELLON, acting
    through its London branch	 
	 	 	 	 	 
	 	 	 	 	 
	 	PAUL CATTERMOLE	 
	 	 	 	 	 
	 	By:	 	 
	 		Name:	Paul Cattermole	 
	 	 	Title:	Vice President	 
	 	 	 	 	 
	 	 	One Canada Square	 
	 	 	Canary Wharf	 
	 	 	London E14 5AL	 
	 	 	United Kingdom	 
	 	 	 	 
	 	 	Telephone:  +44 (0)20 7964 8768/4875	 
	 	 	Telefax:  +44 (0)20 7964 2536	 




    Page 28


    


    

SCHEDULE
1

FORM OF REGISTERED GLOBAL NOTE


 


THE
NOTES REPRESENTED BY THIS REGISTERED GLOBAL NOTE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.


 


	ISIN:  [                              ]	Certif. No.:  [                             ]
	Common Code:  [                              ]	Serial Number:  [                       ]
	Series Number:  [                          ]	 


 


TOYOTA
MOTOR CREDIT CORPORATION

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


 


REGISTERED
GLOBAL NOTE


 


representing





[Specified
Currency and Nominal Amount of Series]

NOTES DUE [Year of Maturity]


 


The
Issuer hereby certifies that [Name of registered holder] is, at the date hereof, entered in the Register (defined below) as the
holder of the aggregate Nominal Amount of                                            
of a duly authorised issue of Notes of [Specified Currency and Denomination] (the “Notes”) of Toyota Motor
Credit Corporation (the “Issuer”). References herein to the Conditions shall be to the Terms and Conditions
of the Notes as set out in [Appendix A to the Programme Agency Agreement (as defined below)] [specify other document in which
Conditions set out if in a different form] as supplemented and replaced or modified (as referred to in the said Terms and Conditions)
by the Final Terms relating to the Notes, a copy of which is annexed hereto (the “Conditions”). Words and expressions
defined in the Conditions shall bear the same meanings when used in this Registered Global Note. This Registered Global Note is
issued subject to, and with the benefit of, the Conditions and an amended and restated agency agreement dated 9 September 2016
(the “Programme Agency Agreement” which expression shall be construed as a reference to that agreement as the
same may be amended, supplemented and/or restated from time to time) and made between Toyota Motor Finance (Netherlands) B.V.,
Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon as
agent for the holders of the Notes.


 


In
addition, this Registered Global Note and all the rights of the registered holder hereof are expressly subject to an amended and
restated note agency agreement dated 9 September 2016 (the “Note Agency Agreement” which expression shall be
construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time), between
the Issuer and The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent (the “Registrar”,
which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London
branch, as transfer agent and paying agent (the “Transfer Agent” which term


 




    Page 29


    


    

includes
any successor as transfer agent and paying agent). This Registered Global Note, the Programme Agency Agreement and the Note Agency
Agreement together constitute a contract. The registered holder by acceptance of this Registered Global Note assents to and is
deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal
or interest shall be deemed to also refer to any additional amounts which may be payable hereunder.


 


The
Issuer, the Agent, the Registrar and the Transfer Agent may treat the holder in whose name this Registered Global Note is registered
as the absolute owner hereof for all purposes, whether or not this Registered Global Note is overdue, and none of the Issuer,
the Registrar or the Transfer Agent shall be affected by notice to the contrary. All payments to or on the order of the registered
holder of this Registered Global Note are valid and effectual to discharge the liability of the Issuer and the Registrar and the
Transfer Agent hereon to the extent of the sum or sums paid.


 


The
Issuer, subject to and in accordance with the Conditions, the Programme Agency Agreement and the Note Agency Agreement, agrees
to pay to such registered holder on the Maturity Date and/or on such earlier date(s) as the Notes or any of them may become due
and repayable in accordance with the Conditions, the Programme Agency Agreement and the Note Agency Agreement, the amount payable
in respect of the Notes represented by this Registered Global Note (as specified above) or such lesser amount as is payable following
any such redemption or purchase and cancellation as is referred to below and to pay interest (if any) on the nominal amount of
the Notes from time to time represented by this Registered Global Note calculated and payable as provided in the Conditions, the
Programme Agency Agreement and the Note Agency Agreement together with any other sums payable under the Conditions, the Programme
Agency Agreement and the Note Agency Agreement, upon presentation and, at maturity, surrender of this Registered Global Note at
the specified office of the Registrar at Luxembourg or at the specified office of the Transfer Agent at London, England [insert
in the case of Notes clearing in a Clearing System] or such other specified office as may be specified for this purpose in
accordance with the Conditions.


 


On
any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented
by this Registered Global Note details of such redemption, payment or purchase and cancellation (as the case may be) shall be
entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto recording any such
redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any
such redemption, payment or purchase and cancellation the nominal amount of this Registered Global Note and the Notes held by
the registered holder hereof shall be reduced by the nominal amount of such Notes so redeemed or purchased and cancelled. On any
redemption or purchase and cancellation of any of the Notes represented by this Registered Global Note, details of such redemption
or purchase and cancellation shall be entered by or on behalf of the Issuer in the Register (as defined below) recording any such
redemption, payment or purchase and cancellation and shall be signed by or on behalf of the Issuer and, where the applicable Final
Terms indicates this Registered Global Note is intended to be held in a manner that would allow Eurosystem eligibility, the Transfer
Agent shall instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such redemption,
payment or purchase and cancellation and the remaining outstanding aggregate nominal amount of the Notes. The nominal amount of
this Registered Global Note and of the Notes held by the registered holder hereof following any such redemption, payment or purchase
and cancellation as aforesaid or any transfer or exchange as referred to below shall be the nominal amount most recently entered
in the Register and reflected in the relevant column in Part II or III of Schedule One hereto or in Schedule Two hereto.


 


Interest
payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date
will be paid to the person in whose name this Registered Global Note (or one or more predecessor Registered Global Notes) is registered
at close of the business day of Euroclear and Clearstream, Luxembourg (or any other agreed clearing system in


 




    Page 30


    


    

which
this Registered Global Note is being held) prior to such Interest Payment Date or the Maturity Date, as the case may be (each
such day a “Regular Record Date”). Any such interest or principal, as the case may be, not so punctually paid
or duly provided for will be paid to the person in whose name this Registered Global Note (or one or more predecessor Registered
Global Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal
to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such
special record date, or be paid at any time in any other lawful manner.


 


In
the event that this Registered Global Note (or any part of it) has become due and repayable in accordance with Condition 9 and
payment in full of the amount due has not been made to the registered holder in accordance with the provisions set out above then
this Registered Global Note will become void at 8.00 p.m. (London time) on such day and the registered holder will have no further
rights under this Registered Global Note (but without prejudice to the rights which the registered holder or any other person
may have under Section 24 of the Note Agency Agreement in respect of the Notes issued under the Programme Agreement pursuant to
which this Registered Global Note is issued).


 


This
Registered Global Note may be exchanged in whole but not in part (free of charge) for Notes in definitive registered form (each
a “Definitive Registered Note”) without coupons attached only upon the occurrence of an Exchange Event.


 


An
“Exchange Event” means:


 


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



 


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



 


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



 


Upon
the occurrence of an Exchange Event the Issuer will promptly give notice to Noteholders in accordance with Condition 16; and the
relevant Clearing System (acting on the instructions of any holder of an interest in this Registered Global Note) may give notice
to the Registrar or the Transfer Agent requesting exchange.


 


Any
such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Registrar or the
Transfer Agent, as the case may be. The exchange will be made upon presentation of this Registered Global Note by the registered
holder hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in London, England and
Luxembourg. The aggregate nominal amount of Definitive Registered Notes issued upon an exchange of this Registered Global Note
will be equal to the aggregate nominal amount of this Registered Global Note at the time of such exchange. On an exchange of the
whole of this Registered Global Note, this Registered Global Note shall be surrendered to the Registrar or the Transfer Agent,
as the case may be, and, where the applicable Final Terms indicates this Registered Global Note is intended to be held in a manner
that would allow Eurosystem eligibility, the Transfer Agent shall instruct Euroclear and Clearstream, Luxembourg to make the appropriate
entries in their records to reflect such exchange.


 




    Page 31


    


    

On
or after such exchange, the Registrar, the Transfer Agent and any other Paying Agent shall make all payments to be made in respect
of such Definitive Registered Notes to the registered holders thereof regardless of whether such exchange occurred after the record
date for such payment.


 


Notes
represented by this Registered Global Note are transferable only in accordance with, and subject to, the provisions hereof and
of the Note Agency Agreement (as amended and supplemented or restated from time to time) and the rules and operating procedures
of the relevant Clearing System.


 


Title
to this Registered Global Note passes by due endorsement in the Register. The Issuer shall procure that due registration of transfer
shall be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder
or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Registered
Global Note.


 


The
Registrar has been appointed registrar for the Notes, and the Registrar will maintain at its office in Luxembourg, a register
(herein, the “Register”) for the registration of, and the registration of transfers and exchanges of, Notes.
Subject to the limitations, terms and conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Registered
Global Note may be transferred at the aforesaid office of the Registrar or at the office of the Transfer Agent by surrendering
this Registered Global Note for cancellation, and thereupon the Registrar shall issue and register, or the Transfer Agent shall
issue and procure the Registrar to register, in the name of the transferee, in exchange herefor, a new Registered Global Note
having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Registered
Global Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the
Registrar or the Transfer Agent and executed by the registered holder in person or by the holder’s attorney duly authorised
in writing. No service charge will be imposed for any such transfers and exchanges, but the Issuer may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge in connection therewith.


 


The
Registrar and the Transfer Agent shall not be required to register or procure registration of any transfer or exchange of this
Registered Global Note during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date
or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the
date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption
Date”). None of the Issuer, the Registrar or the Transfer Agent shall be required to make any exchange of Notes if as
a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction
in effect at the time of the exchange.


 


On
any transfer pursuant to which either (i) Notes represented by this Registered Global Note are no longer to be so represented
or (ii) Notes not so represented are to be so represented details of such transfer shall be entered by or on behalf of the Issuer
in Schedule Two hereto and the relevant space in Schedule Two hereto recording such transfer shall be signed by or on behalf of
the Issuer and in the Register, whereupon the nominal amount of this Registered Global Note and the Notes held by the registered
holder hereof shall be increased or reduced (as the case may be) by the nominal amount so transferred. Where the applicable Final
Terms indicates this Registered Global Note is intended to be held in a manner that would allow Eurosystem eligibility, the Transfer
Agent shall instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect such transfer
of the Notes.


 


Subject
as provided in the Note Agency Agreement, each person who is for the time being shown in the records of the relevant Clearing
System as entitled to a particular nominal amount of the Notes represented by this Registered Global Note (in which regard any
certificate or other document issued by the relevant Clearing System as to the nominal amount of such Notes standing to the account
of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be deemed to be the holder
of such nominal amount of the Notes for all purposes other than with respect to payments on and voting, giving consents and making
requests in respect of, such nominal amount of


 




    Page 32


    


    

such
Notes for which purpose the registered holder of this Registered Global Note shall be deemed to be the holder of such nominal
amount of the Notes in accordance with and subject to the terms of this Registered Global Note.


 


Upon
a further issue of Notes, as contemplated by the Note Agency Agreement and the Conditions, details of such further issue shall
be entered by or on behalf of the Issuer in Schedule One hereto to reflect the increase of the nominal amount by an amount equal
to the aggregate nominal amount of Notes so issued and to be registered in the name of [ ], whereupon the nominal amount hereof
shall be increased for all purposes by the amount so issued and so noted, or the Issuer shall issue or cause to be issued an additional
Registered Global Note to evidence such further issue of Notes. Where the applicable Final Terms indicates this Registered Global
Note is intended to be held in a manner that would allow Eurosystem eligibility, the Transfer Agent shall instruct Euroclear and
Clearstream, Luxembourg to make the appropriate entries in their records to reflect such further issue and the increase in the
outstanding aggregate nominal amount of the Notes.


 


In
the event of any discrepancy between the nominal amount of this Registered Global Note or any Schedule to this Registered Global
Note and the nominal amount of this Registered Global Note as shown on the Register, the nominal amount of this Registered Global
Note as shown on the Register shall prevail.


 


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


 


No
rights are conferred on any person by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Registered
Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.


 


This
Registered Global Note shall not be valid unless authenticated by [The Bank of New York Mellon (Luxembourg) S.A., as Registrar]
[The Bank of New York Mellon acting through its London branch, as Transfer Agent]1,
and, if the Final Terms indicate that this Registered Global Note is intended to be held under the New Safekeeping Structure (i)
which is intended to be held in a manner which would allow Eurosystem eligibility, or (ii) in respect of which the Issuer has
notified [The Bank of New York Mellon (Luxembourg) S.A., as Registrar] [The Bank of New York Mellon acting through its London
branch, as Transfer Agent]1 that effectuation is to be applicable, effectuated by the entity appointed as common safekeeper
by the relevant Clearing Systems. This Registered Global Note may be duly executed on behalf of the Issuer by manual or facsimile
signature.


 


IN
WITNESS whereof the Issuer has caused this Registered Global Note to be
duly executed on its behalf.


 


[Date]


 


TOYOTA
MOTOR CREDIT CORPORATION


 


	By:	 
	 	Authorised
    Signatory



 


 





 



1
Delete as applicable.


 



    Page 33


    


    

Authenticated
by

[The Bank of New York Mellon (Luxembourg) S.A., as Registrar][The Bank of New York
Mellon acting through its London branch, as Transfer Agent]2.


 


	By:	 
	 	Authorised
    Signatory


 


 


3Effectuated
without recourse,

warranty or liability by:


 


[insert
name of common safekeeper]

as common safekeeper


 


	By:	 



 


 


 


 









		2	Delete
                                         as applicable.



 


		3	This
                                         should only be completed where the Final Terms indicate that this Registered Global Note
                                         is intended to be held in the New Safekeeping Structure.



 


 



    Page 34


    


    

Schedule
One

PART I





INTEREST
PAYMENTS


 


	Interest

    Payment

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


[continue
numbering until the appropriate number of Interest Payment Dates for the particular issue of Notes is reached]


 




    Page 35


    


    

PART
II


 


REDEMPTIONS


 


	Date made	Part of nominal amount
    of this Registered Global Note redeemed	Remaining nominal
    amount of this Registered Global Note following such redemption	Remaining amount payable
    under this Registered Global Note following such redemption*	Confirmation of redemption
    by or on behalf or the Issuer
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________



 


 





 






*See
most recent entry in Part II or III or Schedule Two in order to determine this amount.










 



    Page 36


    


    

PART
III


 


PURCHASES
AND CANCELLATIONS


 


	Date made	Part of nominal amount
    of this Registered Global Note purchased and cancelled	Remaining nominal
    amount of this Registered Global Note following such purchase and cancellation	Remaining amount payable
    under this Registered Global Note following such purchase and cancellation*	Confirmation of purchase
    and cancellation by or on behalf of the Issuer
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________
	_____________	______________	_______________	_______________	_______________



 


 





 






*See
most recent entry in Part II or III or Schedule Two in order to determine this amount.










 



    Page 37


    


    

Schedule
Two

SCHEDULE OF TRANSFERS AND EXCHANGES


 


The
following transfers affecting the nominal amount of this Registered Global Note have been made:


 


	Date made	Nominal
                           amount

        

        of
        Notes

        

        transferred
        or exchanged

        
	Remaining/increased
    nominal amount of this Registered Global Note following such transfer*or
    exchange	Notation made by or
    on behalf of the Issuer
				
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________
	______	______________	__________________	_____________


 


 





 






		*	See
                                         most recent entry in Part II or III of Schedule One or in this Schedule Two in order
                                         to determine this amount.



 






    Page 38


    


    




SCHEDULE
2

FORM OF DEFINITIVE REGISTERED NOTE


 


THE
NOTES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.


 


	ISIN:  [                              ]	Certif. No.:  [                             ]
	[Common Code:  [                              ]]	Serial Number:  [                       ]
	Series Number:  [                          ]	 


 


TOYOTA
MOTOR CREDIT CORPORATION

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


 


DEFINITIVE
REGISTERED NOTE


 


representing





[Specified
Currency and Nominal Amount of Series]

NOTES DUE [Year of Maturity]


 


This
Note is one of a Series of Notes of [Specified Currency and Denomination] each (“Notes”) of Toyota Motor Credit
Corporation (the “Issuer”) issued as of the date specified in the Final Terms attached hereto or endorsed hereon
and maturing on the date so specified. References herein to the Conditions shall be to the Terms and Conditions endorsed hereon
as supplemented or modified by the Final Terms. This Note is issued subject to, and with the benefit of, an amended and restated
agency agreement dated 9 September 2016 (the “Programme Agency Agreement” which expression shall be construed
as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time) and made between,
inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota
Motor Credit Corporation and The Bank of New York Mellon as Agent for the holders of the Notes. In addition, this Note and all
the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated
note agency agreement dated 9 September 2016 (the “Note Agency Agreement” which expression shall be construed
as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer,
The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent (the “Registrar”, which term
includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as
transfer agent and paying agent (the “Transfer Agent” which term includes any successor as transfer agent and
paying agent).


 


This
Note, the Programme Agency Agreement and the Note Agency Agreement together constitute a contract. The registered holder by acceptance
of this Note assents to and is deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further
references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder.


 




    Page 39


    


    

THIS
IS TO CERTIFY that                                                          
is/are the registered holder(s) of one of the above-mentioned Notes and is/are entitled on the Maturity Date or on such earlier
date as this Note may become due and repayable in accordance with the Conditions, the Note Agency Agreement and the Programme
Agency Agreement, to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this
Note calculated and payable as provided in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together
with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement.


 


Title
to this Note passes by due endorsement in the Register (as defined below). The Issuer shall procure that due registration of transfer
shall be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder
or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note.


 


The
Registrar has been appointed registrar for the Notes, and the Registrar will maintain at its office in Luxembourg, a register
(herein, the “Register”) for the registration of, and the registration of transfers and exchanges of, Notes.
Subject to the limitations, terms and conditions set forth in the Conditions, herein and in the Note Agency Agreement, this Note
may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar
shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions
and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be
accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in
person or by the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges,
but the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection
therewith.


 


The
Issuer, the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Registrar,
the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the
registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer
Agent and any other Paying Agent hereon to the extent of the sum or sums paid.


 


Interest
payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date
will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., Luxembourg time,
on the 15th calendar day (whether or not such day is a business day in Luxembourg) prior to such Interest Payment Date or the
Maturity Date, as the case may be (each such day a “Regular Record Date”). Any such interest or principal,
as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or
more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest
or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days
prior to such special record date, or be paid at any time in any other lawful manner.


 


The
Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date
to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or
not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”)
to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required
to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the
laws or regulations of any jurisdiction in effect at the time of the exchange.


 




    Page 40


    


    

This
Note shall not be valid unless authenticated by [The Bank of New York Mellon (Luxembourg) S.A., as Registrar] [The Bank of New
York Mellon acting through its London branch, as Transfer Agent]1.


 


No
rights are conferred on any person by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note,
but this does not affect any right or remedy of any person which exists or is available apart from that Act.


 


IN
WITNESS whereof the Issuer has caused this Note to be duly executed on
its behalf.


 


[Date]


 


TOYOTA MOTOR
CREDIT CORPORATION






 


	By:	 
	 	Authorised
    Signatory


 


Authenticated
by

[The Bank of New York Mellon (Luxembourg) S.A., as Registrar][The Bank of New York Mellon acting through its London branch, as
Transfer Agent]2.


 


	By:	 
	 	Authorised
    Signatory



 


 





 






1
Delete as applicable.





2
Delete as applicable.


 







 



    Page 41


    


    

Terms
and Conditions


 


[Terms
and Conditions to be as set out in Appendix A to the Programme Agency Agreement or in such other form as may be agreed between
the TMCC, the Registrar and the relevant Purchaser(s)] [Endorsed on or attached to the Terms and Conditions is to be the applicable
Final Terms]


 




    Page 42


    


    

FORM
OF TRANSFER OF REGISTERED NOTE


 


FOR
VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to


 


 


 


 


 


(Please
print or type name and address (including postal code) of transferee)


 


[Specified
Currency][           ] nominal amount of this Note and all rights hereunder,
hereby irrevocably constituting and appointing [  ] as attorney to transfer such nominal amount of this Note in the register
maintained by [ ] with full power of substitution.


 


	 	Signature(s)		 
	 	 	 	 


 


 


Date:


 


 


 


 


N.B.:This
form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Conditions
and must be executed under the hand of the transferor or, if the transferor is a corporation, either under its common seal or
under the hand of two of its officers duly authorised in writing and, in such latter case, the document so authorising such officers
must be delivered with this form of transfer.


 




    Page 43


    


    

SCHEDULE
3

FORM OF OPERATING AND ADMINISTRATIVE

PROCEDURES MEMORANDUM


 


All
terms with initial capitals used herein without definition shall have the meanings given to them in the Prospectus dated 9 September
2016 as supplemented or replaced from time to time (the “Prospectus”) or, as the case may be, in the Programme
Agreement dated 9 September 2016 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.


 


As
used herein in relation to any Notes which are to have a “listing” or to be “listed” (i) on the London
Stock Exchange, “listing” and “listed” shall be construed to mean that such Notes have been
admitted to the Official List in accordance with the listing rules of the UK Listing Authority and admitted to trading on the
London Stock Exchange’s Regulated Market and (ii) on any other Stock Exchange 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 2004/39/EC).


 


This
Operating and Administrative Procedures Memorandum applies to Notes issued on and after

9 September 2016. The procedures set out in Annex 1 may be varied by agreement between TMCC, the Registrar, the Transfer Agent
and the relevant Purchaser, including to take account of any standardised procedures published by Euroclear and/or Clearstream,
Luxembourg (together, the “ICSDs”) and/or the International Capital Market Services Association (“ICMSA”)
and/or the International Capital Market Association (“ICMA”). The timings set out in these procedures represent
optimum timings to ensure a smooth settlement process. Each of the ICSDs has its own published deadlines for taking certain of
the actions described herein (which may be later than the timings described herein). The Issuer, the Registrar, the relevant Purchaser,
and the depository, common depositary, or common service provider and common safekeeper, as the case may be, may agree to vary
the timings described herein subject to compliance with such deadlines.


 




    Page 44


    


    

OPERATING
PROCEDURES


 


Purchasers
must confirm all trades directly with TMCC and the Registrar and/or Transfer Agent.


 


1.RESPONSIBILITIES
OF THE REGISTRAR AND/OR TRANSFER AGENT


 


The
Registrar and/or the Transfer Agent will, in addition to the responsibilities in relation to settlement described in the Annex,
be responsible for the following:


 


(1)in
the case of Registered 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 Registered Notes).


 


2.RESPONSIBILITIES
OF THE LISTING AGENT/ARRANGER/LEAD MANAGER/ DEALER


 


(1)The
Lead Manager/Dealer/other Purchaser shall be responsible for preparing the applicable Final Terms to the Prospectus giving details
of the Registered Notes to be issued.


 


(2)In
the case of Registered Notes to be listed on a relevant Stock Exchange, the Listing Agent/Arranger or Lead Manager will be responsible
for ensuring compliance with the Prospectus Rules (if applicable) and the Listing Rules and obtaining all necessary approvals
for listing the Registered Notes on the relevant Stock Exchange. TMCC recognises with respect to this Clause 2(2) its continuing
obligation so long as any Registered Notes under the Programme are outstanding to apprise the applicable Dealers of any material
adverse change in its (consolidated, if applicable) financial position or its business operations.


 


3.RESPONSIBILITIES
OF TMCC


 


TMCC
shall execute and deliver the Final Terms to the Registrar/Transfer Agent and the Arranger or the Lead Manager/Dealer/other Purchaser.


 


4.SETTLEMENT


 


The
settlement procedures set out in the Annex shall apply to each issue of Registered Notes settling in Euroclear/Clearstream, Luxembourg
unless otherwise agreed between TMCC and the relevant Dealer or Dealers.


 




    Page 45


    


    

ANNEX



SETTLEMENT PROCEDURES – EUROCLEAR/CLEARSTREAM, LUXEMBOURG


 


The procedures
set out below have been discussed and agreed by the ICSDs, representatives of ICMA and representatives of ICMSA. It is recommended
that these procedures are adopted without material amendment to facilitate standardisation in the market and a smooth closing
procedure. ****


 


Times set out below
are London times and represent the latest time for taking the action concerned. It is recommended that where possible the action
concerned is taken in advance of these times.


 


The Registrar may
delegate all its duties hereunder to the Transfer Agent, save and except that the Registrar must maintain the Register in Luxembourg.


 


	Day	Latest time	Action
	No later than Issue Date minus 3	2:00 p.m.	TMCC or its designated agent may agree to terms
    with one or more of the Purchasers for the issue and purchase of Notes.  The relevant Purchaser instructs the Registrar
    or the Transfer Agent to obtain a common code and ISIN for the Notes from one of the ICSDs.
	Issue Date minus 2	5:00 p.m.	If a Purchaser has reached agreement with TMCC
    by telephone, the Purchaser confirms the terms of the agreement to TMCC attaching a copy of the applicable Final Terms (substantially
    in the form set out in Annex B to the Programme Agency Agreement) by electronic communication.  The Purchaser sends
    a copy of that electronic communication to the Registrar or the Transfer Agent for information.
	 	 	TMCC confirms its agreement to the terms on which
    the issue of Notes is to be made (including the form of the Final Terms) by signing and returning a copy of the Final Terms
    to the relevant Purchaser and the Registrar or the Transfer Agent.  The details set out in the signed Final Terms
    shall be conclusive evidence of the agreement (save in the case of manifest error) and shall be binding on the parties accordingly.  TMCC
    also confirms its instructions to the Registrar or the Transfer Agent to carry out the duties to be carried out by the Registrar
    or the Transfer Agent under these Settlement Procedures and the Note Agency Agreement including preparing and authenticating
    a Registered Global Note for the Tranche of Notes which is to be purchased.
	 	 	In the case of Floating Rate Notes, the Agent
    notifies the Registrar, the Transfer Agent, the ICSDs, TMCC, (if applicable) the relevant Stock Exchange and any other relevant
    authority and the relevant Purchaser of the Rate of Interest for the first Interest Period (if already determined).  Where
    the Rate of Interest has not yet been determined, this will be notified in accordance with this paragraph as soon as it has
    been determined.



 





 






		****	In
                                         the case of a syndicated Note issue, certain of the Settlement Procedures set forth below
                                         will be revised as appropriate.



 







 



    Page 46


    


    

	 	 	If TMCC has agreed with two or more
    Purchasers to issue Notes on a syndicated basis, it is to enter into an agreement with such Purchasers in the form or substantially
    the form set out in Appendix 5 to the Programme Agreement.
	No later than Issue Date minus 1	2:00 p.m.	In the case of Notes which are to be listed on
    a Stock Exchange or publicly offered in a European Economic Area Member State, the Registrar or the Transfer Agent, as the
    case may be, 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 currencies1)	The relevant Purchaser and the Registrar or the
    Transfer Agent, as the case may be, give settlement instructions to the relevant ICSD(s) to effect the payment of the purchase
    price, against delivery of the Notes, to the Registrar’s or the Transfer Agent’s account with the relevant ICSD(s)
    on the Issue Date.   
	 	12.00 noon (for other currencies)	The parties (which for this purpose shall include
    the Registrar or the Transfer Agent, as the case may be) may agree to arrange for “free delivery” to be made through
    the relevant ICSD(s) if specified in the applicable Final Terms, in which case these Settlement Procedures will be amended
    accordingly.
	Issue Date minus 1	ICSD deadlines for the relevant currency	For prior day currencies, the Registrar or the
    Transfer Agent, as the case may be, instructs the relevant ICSD(s) to debit its account and pay for value on the Issue Date
    the aggregate purchase moneys received by it to the account of TMCC previously notified to the Registrar or the Transfer Agent,
    as the case may be, for the purpose. 
	Issue Date minus 1	3.00 p.m.	The Registrar or the Transfer Agent, as the case
    may be, prepares and authenticates a Registered Global Note for each Tranche of Notes which is to be purchased, attaching
    the applicable Final Terms.
	 	 	Each Registered Global Note which is not to be
    held in the NSS is then delivered by the Registrar or the Transfer Agent, as the case may be, to the Common Depositary.  Each
    Global Note which is to be held in the NSS is then delivered by the Registrar or the Transfer Agent, as the case may be, to
    the common safekeeper, together (if applicable) with an effectuation instruction.  In the event that the common
    service provider and the common safekeeper are not the same entity, the Registrar or the Transfer Agent, as the case may be,
    should also deliver the applicable Final Terms to the common service provider.



 





 






		1	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.



 







 



    Page 47


    


    

	 	 	For Notes held in the NSS, the Registrar
    or the Transfer Agent, as the case may be, then instructs the ICSDs, through the common service provider, to make the necessary
    entries in their records to record the outstanding amount of the Registered Global Note.
	Issue Date minus 1	5.00 p.m.	The conditions of issue in the Programme Agreement
    are satisfied and/or waived.
	 	 	In the case of each Registered Global Note which
    is held in the NSS, the common safekeeper confirms deposit and effectuation (if applicable)2
    of the Registered Global Note to the Registrar or the Transfer Agent, as the case may be, the common service
    provider and the ICSDs.
	Issue Date minus 1	6.00 p.m.	In the case of each Registered Global Note which
    is not held in the NSS, the Common Depositary confirms deposit of the Registered Global Note to the Registrar or the Transfer
    Agent, as the case may be, and the ICSDs. 
	 	 	In the case of each Registered Global Note which
    is held in the NSS, the common service provider relays the Registrar’s or the Transfer Agent’s instruction to
    record the issue outstanding amount of the Registered Global Note to the ICSDs.
	Issue Date	According to ICSD settlement procedures	The ICSDs debit and credit accounts in accordance
    with instructions received from the Registrar or the Transfer Agent, as the case may be, and the relevant Purchaser.
	Issue Date	ICSD deadlines for the relevant currency	For non-prior day currencies, the Registrar or
    the Transfer Agent, as the case may be, 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 TMCC previously notified to the Registrar for the purpose.
	Issue Date	5.00 p.m.	The Registrar or the Transfer Agent, as the case
    may be, forwards a copy of the signed Final Terms to each ICSD.
	On or subsequent to the Issue Date	 	The Registrar or the Transfer Agent, as the case
    may be, notifies TMCC immediately in the event that a Purchaser does not pay the purchase price due from it in respect of
    a Note. 
	 	 	The Registrar or the Transfer Agent, as the case
    may be, notifies TMCC of the issue of Notes giving details of the Registered Global Note(s) and the nominal amount represented
    thereby.
	 	 	The Registrar or the Transfer Agent, as the case
    may be, confirms the issue of Notes to the relevant Stock Exchange and any other relevant authority.
	 	 	The relevant Purchaser promptly notifies the Registrar
    or the Transfer Agent, as the case may be, that the distribution of the Notes purchased by it has been completed. 



 





 






		2	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.



 











    Page 48


    


    

Explanatory
Notes to Annex


 


(a)Each
Day is a day on which banks and foreign exchange markets are open for general business in London (including dealings in foreign
exchange and foreign currency deposits), counted in reverse order from the proposed Issue Date.


 


(b)The
Issue Date must be a Business Day. For the purposes of this Annex, Business Day means a day which is:


 


(1)a
day on which commercial banks and foreign exchange markets settle payments and are open for general business (including 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; (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 Registrar and TMCC.


 


(d)If
at any time the Registrar is notified by TMCC or the relevant Stock Exchange that the listing of a Series of Notes has been refused
or otherwise will not take place, the Registrar shall immediately notify TMCC, the Dealer and all the relevant Purchaser(s) (if
not the Dealer).


 


(e)If
any final terms or information to be included in the applicable Final Terms constitute “significant new factors” and
consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive 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 49


    


    

SCHEDULE
4

ADDITIONAL DUTIES OF THE REGISTRAR AND THE TRANSFER AGENT


 


In
relation to each Series of Registered Notes that are held in the NSS, the Registrar and the Transfer Agent shall comply with the
following provisions:


 


1.Each
of the Registrar and the Transfer Agent will inform each of Euroclear and Clearstream, Luxembourg (the “ICSDs”),
through the common service provider appointed by the ICSDs to service the Registered Notes (the “CSP”), of
the initial issue outstanding amount (“IOA”) for each Tranche on or prior to the relevant Issue Date.


 


2.If
any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers’
interest in the Registered Notes, each of the Registrar and the Transfer Agent will (to the extent known to it) promptly provide
details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through
the CSP) to ensure that the records of the ICSDs reflecting the IOA of the Registered Notes remains at all times accurate.


 


3.Each
of the Registrar and the Transfer Agent will at least monthly perform a reconciliation process with the ICSDs (through the CSP)
with respect to the IOA for the Registered Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.


 


4.Each
of the Registrar and the Transfer Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified
in the records reflecting the IOA of the Registered Notes.


 


5.Each
of the Registrar and the Transfer Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it
under the Registered Notes (or, where the Registered Notes provide for delivery of assets other than cash, of the assets so delivered).


 


6.Each
of the Registrar and the Transfer Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice
of any changes to the Registered Notes that will affect the amount of, or date for, any payment due under the Registered Notes.


 


7.Each
of the Registrar and the Transfer Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies
of all information that is given to the holders of the Registered Notes.


 


8.Each
of the Registrar and the Transfer Agent will promptly pass on to TMCC all communications it receives from the ICSDs directly or
through the CSP relating to the Registered Notes.


 


9.Each
of the Registrar and the Transfer Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure
by the Issuer to make any payment or delivery due under the Registered Notes when due.


 






    Page 50