Common use of PURCHASES AND CANCELLATIONS Clause in Contracts

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. 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. 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 12 September 2014 (the “Programme Agency Agreement”) 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 12 September 2014 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), 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. 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. 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) Xxx 0000 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.

Appears in 1 contract

Samples: Note Agency Agreement (Toyota Motor Credit Corp)

AutoNDA by SimpleDocs

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. 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. 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 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 12 9 September 2014 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 12 9 September 2014 2016 (the “Note Agency Agreement” which term includes any expression shall be construed as a reference to that agreement supplemental theretoas 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. 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. 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) Xxx 0000 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.

Appears in 1 contract

Samples: Note Agency Agreement (Toyota Motor Credit Corp)

PURCHASES AND CANCELLATIONS. Date made Part of nominal amount Remaining nominal amount Confirmation of of this Registered Global Note of this Global Note purchase and 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 on 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. 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 II, III or IV of Schedule One or Schedule Two in order to determine this amount. Schedule Two to the Permanent Global Note SCHEDULE OF EXCHANGES The following exchanges affecting the nominal amount of this Global Note have been made: Date Nominal amount of Nominal amount of this Global Notation made on made Temporary Global Note Note following exchange* behalf of the exchanged for this Issuer Global Note ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ____ _____________________ _____________________________ ________________ ------------------ * See most recent entry in Part II, III or IV of Schedule One or in this Schedule Two in order to determine this amount. 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 12 September 2014 (the “Programme Agency Agreement”) 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 12 September 2014 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), 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. 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. 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) Xxx 0000 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.

Appears in 1 contract

Samples: Calculation Agency Agreement (Ciba Specialty Chemicals Holding Inc /Fi/)

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. 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 II, III or III of Schedule One IV or in this Schedule Two in order to determine this amount. 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 12 September 2014 (the “Programme Agency Agreement”) 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 12 September 2014 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), 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. 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. 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) Xxx 0000 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.Schedule Two EXCHANGES

Appears in 1 contract

Samples: Mbna Corp

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, III or IV or Schedule Two in order to determine this amount. Schedule Two EXCHANGES (only applicable where the Notes represented by this Global Note were, on issue, represented by a Temporary Global Note) Date made Nominal amount of Temporary Global Note exchanged for this Global Note Increased nominal amount of this Global Note following such exchange* Notation made 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. 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 II, III or III IV of Schedule One or in this Schedule Two in order to determine this amount. 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 12 September 2014 (the “Programme Agency Agreement”) 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 12 September 2014 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), 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. 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. 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) Xxx 0000 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.

Appears in 1 contract

Samples: Mbna Corp

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. 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 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. 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 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 12 11 September 2014 2015 (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 12 11 September 2014 2015 (the “Note Agency Agreement” which term includes any expression shall be construed as a reference to that agreement supplemental theretoas 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. 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. 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) Xxx 0000 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.

Appears in 1 contract

Samples: Note Agency Agreement (Toyota Motor Credit Corp)

PURCHASES AND CANCELLATIONS. Date made Part of nominal Remaining nominal Confirmation of made amount of this Registered Global Note purchased and cancelled Remaining nominal amount of this Registered purchase and Global Note Global Note cancellation on purchased and 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 cancelled purchase and Issuer _______cancellation<*> ______ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ * See most recent entry in Part II or III or Schedule Two in order to determine this amount. 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 ______ ______________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ ______ ________________ __________________ _________________ [FN] <*> See most recent entry in Part II, III or IV of Schedule One or Schedule Two in order to determine this amount. Schedule Two to the Temporary Global Note EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or a Permanent Global Note have been made: Date made Nominal amount Remaining Notation made on of this Global nominal amount behalf of the Note exchanged of this Global Issuer for Definitive Note following Notes or a such exchange<*> Permanent Global Note _________ ________________ ________________ ___ ______________ _________ ________________ ________________ ___ ______________ _________ ________________ ________________ ___ ______________ _________ ________________ ________________ ________________ _________ ________________ * ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ _________ ________________ ________________ ________________ [FN] <*> See most recent entry in Part II II, III or III IV of Schedule One or in this Schedule Two in order to determine this amount. SCHEDULE 2 Schedule Three to the Temporary Global Note FORM OF DEFINITIVE REGISTERED NOTE THE NOTES REPRESENTED CERTIFICATE TO BE PRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) EUROCLEAR 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: [ CEDELBANK INTERNATIONAL LEASE FINANCE CORPORATION [Title of Securities] 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”"Securities") issued This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a beneficial interest in a portion of the principal amount set forth below (our "Member Organisations") substantially to the effect set forth in the Agency Agreement, 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 tohereof, and with the benefit of, an amended and restated agency agreement dated 12 September 2014 (the “Programme Agency Agreement”) 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 12 September 2014 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), 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. THIS IS TO CERTIFY that is/are the registered holder(s) of one amount of the above-mentioned Notes and is/captioned Securities (i) is owned by persons that are entitled on not (a) individuals who are citizens or residents of the Maturity Date United States, (b) corporations, partnerships, or on such earlier date as this Note may become due and repayable other entities created or organised in accordance with or under the Conditionslaws of the United States, (c) an estate, the Note Agency Agreement income of which is subject to United States Federal income taxation regardless of its source or (d) a trust, if a United States court is able to exercise primary supervision over the administration of the trust and one or more United States persons have the Programme Agency Agreementauthority to control all substantial decisions of the trust ("United States persons"), to the amount payable on redemption (ii) is owned by United States persons that (a) are foreign branches 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 United States financial institutions (as defined belowin U.S. Treasury Regulations Sections 1.165-12(c)(1)(v). The ) ("financial institutions") purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer shall procure or the Issuer's agent that due registration it will comply with the requirements of transfer shall be entered in Section 165(j)(3)(A), (B) or (C) of the Register maintained by the Registrar. Unless otherwise required by lawInternal Revenue Code of 1986, 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 Notesas amended, and the Registrar will maintain at its office regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in Luxembourg, a register (herein, the “Register”) for the registration ofU.S. Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(7)), and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth further effect that United States or foreign financial institutions described 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 clause (or one or more predecessor Notesiii) is registered at 5:00 p.m., Luxembourg time, on the 15th calendar day above (whether or not such day is also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a business day in Luxembourg) prior United States person or to such Interest Payment Date a person within the United States 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. 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) Xxx 0000 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 Actpossessions.

Appears in 1 contract

Samples: Agency Agreement (International Lease Finance Corp)

AutoNDA by SimpleDocs

PURCHASES AND CANCELLATIONS. The following exchanges of a part of this temporary Global Bond for Definitive Bearer Bonds and/or purchases and cancellations of a part of this temporary Global Bond have been made: Date made Part of nominal Principal amount of this Registered temporary Global Note Bond exchanged for Definitive Bearer Bonds Part of principal amount of this temporary Global Bond purchased and cancelled Remaining nominal Aggregate principal amount of this Registered temporary Global Note Bond following such exchange or purchase and cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or Notation made on behalf of the Issuer ______£ £ £ _______ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ _____________ ______________ _______________ _______________ _______________ * See most recent entry in Part II or III or Schedule Two in order to determine this amount. 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 amountEXHIBIT A SOUTH WALES ELECTRICITY plc £150,000,000 9 1/4 per cent. 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 Bonds due 2020 (the “Issuer”"Securities") issued This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our "Member Organisations") substantially to the effect set forth in the Trust Deed, 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 tohereof, and with the benefit of, an amended and restated agency agreement dated 12 September 2014 (the “Programme Agency Agreement”) 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 12 September 2014 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), 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. THIS IS TO CERTIFY that is/are the registered holder(s) of one amount of the above-mentioned Notes and is/captioned Securities (i) is owned by persons that are entitled on not citizens or residents of the Maturity Date United States, domestic partnerships, domestic corporations or on such earlier date as this Note may become due and repayable in accordance with any estate or trust the Conditionsincome of which is subject to United States Federal income taxation regardless of its source ("United States persons"), the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption (ii) is owned by United States persons that (a) are foreign branches 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 United States financial institutions (as defined belowin U.S. Treasury Regulations Section 1.165-12(c)(1)(v). The ) ("financial institutions") purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer shall procure or the Issuer's agent that due registration it will comply with the requirements of transfer shall be entered in Section 165(j)(3)(A), (B) or (C) of the Register maintained by the Registrar. Unless otherwise required by lawInternal Revenue Code of 1986, 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 Notesas amended, and the Registrar will maintain at its office regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in Luxembourg, a register (herein, the “Register”) for the registration ofU.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and the registration of transfers and exchanges of, Notes. Subject to the limitationsfurther effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. If the Securities are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, terms and conditions as amended, then this is also to certify with respect to such principal amount of Securities set forth above that, except as set forth below, we have received in writing, by tested telex or by electronic transmission, from our Member Organisations entitled to a portion of such principal amount, certifications with respect to such portion, substantially to the effect set forth in the ConditionsTrust Deed. We further certify (i) that we are not making available herewith for exchange (or, herein if relevant, exercise of any rights or collection of any interest) any portion of the temporary global Security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof. We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings. *Dated [Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System] [Cedel Bank, société anonyme] By: .............................................. Authorised Signatory EXHIBIT B SOUTH WALES ELECTRICITY plc £150,000,000 9 1/4 per cent. Bonds due 2020 (the "Securities") This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("United States person(s)"), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Note Agency AgreementIssuer or the Issuer's agent that it will comply with the requirements of Section 165(j)(3)(A), this Note may be transferred at the aforesaid office (B) or (C) of the Registrar by surrendering this Note for cancellationInternal Revenue Code of 1986, as amended, and thereupon the Registrar shall issue regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and register in addition if the name owner of the transferee, Securities is a United States or foreign financial institution described 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 clause (or one or more predecessor Notesiii) is registered at 5:00 p.m., Luxembourg time, on the 15th calendar day above (whether or not also described in clause (i) or (ii)) this is further to certify that such day is financial institution has not acquired the Securities for the purposes of resale directly or indirectly to a business day United States person or to a person within the United States or its possessions. If the Securities are of the category contemplated in LuxembourgSection 230.903(c)(3) prior to such Interest Payment Date or of Regulation S under the Maturity DateSecurities Act of 1933, as amended, (the "Act"), then this is also to certify that, except as set forth below (i) in the case may be of debt securities, the Securities are beneficially owned by (each a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Securities in transactions which did not require registration under the Act; or (ii) in the case of equity securities, the Securities are owned by (x) non-U.S. person(s) (and such day person(s) are not acquiring the Securities for the account or benefit of U.S. person(s)) or (y) U.S. person(s) who purchased the Securities in a “Regular Record Date”transaction which did not require registration under the Act. If this certification is being delivered in connection with the exercise of warrants pursuant to Section 230.902(m) of Regulation S under the Act, then this is further to certify that, except as set forth below, the Securities are being exercised by and on behalf of non-U.S. person(s). Any such interest or principal, as As used in this paragraph the case may be, not so punctually paid or duly provided for will be paid to term "U.S. person" has 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 meaning 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 it by Regulation S under the laws or regulations of any jurisdiction in effect at the time of the exchange. 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) Xxx 0000 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.

Appears in 1 contract

Samples: PPL Electric Utilities Corp

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. 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. 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 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 12 8 September 2014 2017 (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 Mellon, acting through its London branch, as Agent for the holders of the Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 12 8 September 2014 2017 (the “Note Agency Agreement” which term includes any expression shall be construed as a reference to that agreement supplemental theretoas 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.Xxxxxx XX/NV, Luxembourg Branch, as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor as transfer agent and paying agent). This Note, the Programme Agency Agreement and the Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. 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. This Note shall not be valid unless authenticated by [The Bank of New York Mellon (Luxembourg) S.A.Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch, as Registrar] [The Bank of New York Mellon Mellon, acting through its London branch, as Transfer Agent]1Agent][4]. No rights are conferred on any person by virtue of the Contracts (Rights of Third Parties) Xxx 0000 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.

Appears in 1 contract

Samples: Note Agency Agreement (Toyota Motor Credit Corp)

PURCHASES AND CANCELLATIONS. Date made Part of nominal Remaining nominal Confirmation of made amount of this Registered Global Note purchased and cancelled Remaining nominal amount of this Registered purchase and Global Note Global cancellation on purchased and Note following behalf of the cancelled such purchase and cancellation Remaining amount payable under this Registered Global Note following such purchase and Issuer 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. 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 _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ _______ ________________ _________________ _________________ [FN] <*> See most recent entry in Part II, III or IV of Schedule One or Schedule Two in order to determine this amount. Schedule Two to the Permanent Global Note SCHEDULE OF EXCHANGES The following exchanges affecting the nominal amount of this Global Note have been made: Date Nominal amount of Remaining nominal Notation made Temporary Global amount of this made on Note exchanged for Global Note behalf of this Global Note following such the Issuer exchange<*> ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ _____________ _______ ___________ ____ __________________ ___________________ * ___________ ____ __________________ ___________________ ___________ ____ __________________ ___________________ ___________ ____ __________________ ___________________ ___________ ____ __________________ ___________________ ___________ ____ __________________ ___________________ ___________ ____ __________________ ___________________ ___________ ____ __________________ ___________________ ___________ ____ __________________ ___________________ ___________ ____ __________________ ___________________ ___________ [FN] <*> See most recent entry in Part II II, III or III IV of Schedule One or in this Schedule Two in order to determine this amount. 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 12 September 2014 (the “Programme Agency Agreement”) 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 12 September 2014 (the “Note Agency Agreement” which term includes any agreement supplemental thereto), 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. 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. 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) Xxx 0000 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.

Appears in 1 contract

Samples: Agency Agreement (International Lease Finance Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.