Common use of Agent and Paying Agents Clause in Contracts

Agent and Paying Agents. The names of the initial Agent and the other initial Paying Agent, the initial Registrar and the initial Canadian Paying Agent and their initial specified offices are set out at the back of this Offering Circular. In acting under the Agency Agreement or the Note Agency Agreement, the Agent and the other Paying Agents and (in the case of the Note Agency Agreement only), the Registrar and the Canadian Paying Agent act solely as agents of the Issuer and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders, except that (without affecting the obligations of the Issuer to the Noteholders, Receiptholders and Couponholders to repay Notes and pay interest thereon) funds received by the Agent or (in respect of Registered Notes) the Registrar or the Canadian Paying Agent for the payment of the principal of or interest on the Notes shall be held in trust by it for the Noteholders and/or Receiptholders and/or Couponholders until the expiration of the relevant period of prescription under Condition 8. The Issuer agrees to perform and observe the obligations imposed upon it under the Agency Agreement and (in respect of Registered Notes) the Note Agency Agreement and to use reasonable efforts to cause the Agent and the other Paying Agents to perform and observe the obligations imposed upon them under the Agency Agreement and (in respect of Registered Notes) the Registrar and the Canadian Paying Agent to perform and observe the obligations imposed on them under the Note Agency Agreement. The Agency Agreement and (in respect of the Registered Notes) the Note Agency Agreement contain provisions for the indemnification of the Agent and the other Paying Agents and the Registrar and the Canadian Paying Agent, respectively, and for relief from responsibility in certain circumstances, and entitle any of them to enter into business transactions with the Issuer without being liable to account to the Noteholders, Receiptholders or the Couponholders for any resulting profit. The Issuer is entitled to vary or terminate the appointment of any Paying Agent or any other Paying Agent appointed under the terms of the Agency Agreement or the Registrar or the Canadian Paying Agent appointed under the terms of the Note Agency Agreement and/or appoint additional or other Paying Agents or Canadian Paying Agents and/or approve any change in the specified office through which any Paying Agent, Registrar or Canadian Paying Agent acts, provided that: (i) so long as the Notes are admitted to trading or listed on any stock exchange or other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; (ii) there will at all times be a Paying Agent with a specified office in a city approved by the Agent in continental Europe; (iii) there will at all times be an Agent; (iv) in respect of Registered Notes, there will at all times be a Registrar; and (v) there will at all times be a Paying Agent in a Member State of European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in the United States only in the circumstances described in the final paragraph of Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 or more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 16. In addition, in relation to Registered Notes issued or to be issued by it, Toyota Credit Canada Inc. is entitled to vary or terminate the appointment and/or appoint additional registrar, transfer agents, Canadian paying agents and/or approve any change in the specified office through which any such registrar, transfer agent or Canadian paying agent acts, provided that there will at all times be a registrar and a paying agent capable of making payments in the Specified Currency and (in the case of Global Registered Notes) to the clearing system specified in the applicable Final Terms. The Agency Agreement or the Note Agency Agreement contains provisions permitting any entity into which any Paying Agent and (in the case of the Note Agency Agreement only) any registrar and transfer agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent, registrar or transfer agent (as appropriate).

Agent and Paying Agents. The names of the initial Agent and the other initial Paying Agent, the initial Registrar and the initial Canadian Paying Agent and their initial specified offices are set out at the back of this Offering CircularProspectus. In acting under the Agency Agreement or the Note Agency Agreement, the Agent and the any other Paying Agents and (in the case of the Note Agency Agreement only), ) the Registrar and the Canadian Paying Agent act solely as agents of the Issuer and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders, except that (without affecting the obligations of the Issuer to the Noteholders, Receiptholders and Couponholders to repay Notes and pay interest thereon) funds received by the Agent or (in respect of Registered Notes) the Registrar or the Canadian Paying Agent for the payment of the principal of or interest on the Notes shall be held in trust by it for the Noteholders and/or Receiptholders and/or Couponholders until the expiration of the relevant period of prescription under Condition 8. The Issuer agrees to perform and observe the obligations imposed upon it under the Agency Agreement and (in respect of Registered Notes) the Note Agency Agreement and to use reasonable efforts to cause the Agent and the any other Paying Agents to perform and observe the obligations imposed upon them under the Agency Agreement and (in respect of Registered Notes) the Registrar and the Canadian Paying Agent to perform and observe the obligations imposed on them under the Note Agency Agreement. The Agency Agreement and (in respect of the Registered Notes) the Note Agency Agreement contain provisions for the indemnification of the Agent and the any other Paying Agents and the Registrar and the Canadian Paying Agent, respectively, and for relief from responsibility in certain circumstances, and entitle any of them to enter into business transactions with the Issuer without being liable to account to the Noteholders, Receiptholders or the Couponholders for any resulting profit. The Issuer is entitled to vary or terminate the appointment of any Paying Agent or any other Paying Agent appointed under the terms of the Agency Agreement or the Registrar or the Canadian Paying Agent appointed under the terms of the Note Agency Agreement and/or appoint additional or other Paying Agents or Canadian Paying Agents and/or approve any change in the specified office through which any Paying Agent, Registrar or Canadian Paying Agent acts, provided that: (i) so long as the Notes are admitted to trading or listed on any stock exchange or other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; (ii) there will at all times be a Paying Agent with a specified office in a city approved by the Agent in continental Europe; (iii) there will at all times be an Agent; (iviii) in respect of Registered Notes, there will at all times be a Registrar; and (viv) there will at all times be a Paying Agent in a Member State of European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in the United States only in the circumstances described in the final paragraph of Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 or more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 16. In addition, in relation to Registered Notes issued or to be issued by it, Toyota Credit Canada Inc. is entitled to vary or terminate the appointment and/or appoint additional registrarregistrars, transfer agents, Canadian paying agents and/or approve any change in the specified office through which any such registrar, transfer agent or Canadian paying agent acts, provided that there will at all times be a registrar and a paying agent capable of making payments in the Specified Currency and (in the case of Global Registered Notes) to the clearing system specified in the applicable Final Terms. The Agency Agreement or the Note Agency Agreement contains provisions permitting any entity into which any Paying Agent and (in the case of the Note Agency Agreement only) any registrar and transfer agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent, registrar or transfer agent (as appropriate).

Agent and Paying Agents. The names of the initial Agent and the other initial Paying Agent, the initial Registrar and the initial Canadian Paying Transfer Agent and their initial specified offices are set out at the back of this Offering CircularProspectus. In acting under the Agency Agreement or the Note Agency Agreement, the Agent and the any other Paying Agents and (in the case of the Note Agency Agreement only), ) the Registrar and the Canadian Paying Transfer Agent act solely as agents of the Issuer and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders, except that (without affecting the obligations of the Issuer to the Noteholders, Receiptholders and Couponholders to repay Notes and pay interest thereon) funds received by the Agent or (in respect of Registered Notes) the Registrar or the Canadian Paying Transfer Agent for the payment of the principal of or interest on the Notes shall be held in trust by it for the Noteholders and/or Receiptholders and/or Couponholders until the expiration of the relevant period of prescription under Condition 8. The Issuer agrees to perform and observe the obligations imposed upon it under the Agency Agreement and (in respect of Registered Notes) the Note Agency Agreement and to use reasonable efforts to cause the Agent and the any other Paying Agents to perform and observe the obligations imposed upon them under the Agency Agreement and (in respect of Registered Notes) the Registrar and the Canadian Paying Transfer Agent to perform and observe the obligations imposed on them under the Note Agency Agreement. The Agency Agreement and (in respect of the Registered Notes) the Note Agency Agreement contain provisions for the indemnification of the Agent and the any other Paying Agents and the Registrar and the Canadian Paying Transfer Agent, respectively, and for relief from responsibility in certain circumstances, and entitle any of them to enter into business transactions with the Issuer without being liable to account to the Noteholders, Receiptholders or the Couponholders for any resulting profit. The Issuer is entitled to vary or terminate the appointment of any Paying Agent or any other Paying Agent appointed under the terms of the Agency Agreement or the Registrar or the Canadian Paying Transfer Agent appointed under the terms of the Note Agency Agreement and/or appoint additional or other Paying Agents or Canadian Paying Transfer Agents and/or approve any change in the specified office through which any Paying Agent, Registrar or Canadian Paying Transfer Agent acts, provided that: (i) so long as the Notes are admitted to trading or listed on any stock exchange or other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; (ii) there will at all times be a Paying Agent with a specified office in a city approved by the Agent in continental Europe; (iii) there will at all times be an Agent; (iviii) in respect of Registered Notes, there will at all times be a Registrar; and (viv) there will at all times be a Paying Agent (which includes a Transfer Agent in respect of Registered Notes) in a Member State of European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in the United States only in the circumstances described in the final paragraph of Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 or more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 16. In addition, in relation to Registered Notes issued or to be issued by it, Toyota Credit Canada Inc. is entitled to vary or terminate the appointment and/or appoint additional registrarregistrars, transfer agents, Canadian paying agents and/or approve any change in the specified office through which any such registrar, transfer agent or Canadian paying agent acts, provided that there will at all times be a registrar and a paying agent capable of making payments in the Specified Currency and (in the case of Global Registered Notes) to the clearing system specified in the applicable Final Terms. The Agency Agreement or the Note Agency Agreement contains provisions permitting any entity into which any Paying Agent and (in the case of the Note Agency Agreement only) any registrar and registrar, paying agent or transfer agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent, registrar or transfer agent (as appropriate).