Common use of Form, Denomination and Title Clause in Contracts

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing Supplement. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Dual Currency Note or an Index-Linked Note or any combination of the foregoing, depending upon the Interest/Payment Basis specified in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except as set out below, title to the Bearer Notes and the Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are represented by a Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, as the case may be.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the currency (the “Specified Currency Currency”) and in the denominations (the “Specified Denominations(sDenomination(s)”) specified in the applicable Pricing Supplement. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This Note is may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglySupplement. Definitive Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in the register which is kept by the Registrar in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantor, the Trustee, the Agent Guarantor and any other Paying Agent may will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are represented by a Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, as the case may be.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the currency (the “Specified Currency Currency”) and in the denominations (the “Specified Denominations(sDenomination(s)”) specified in the applicable Pricing SupplementFinal Terms. This Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. Unless this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. If this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It If this Note is an Exempt Note, this Note may also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to be an Index and/or formula) and/or Linked Redemption Note, a Dual Currency Redemption Note (where payment with respect to principal may be made or a combination of the foregoing, depending on the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglySupplement. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Receipts and Coupons appertaining thereto will pass by delivery. The IssuerIssuers, the Guarantor, Guarantor and the Trustee, the Agent and any other Paying Agent may Agents will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV, (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, Guarantor (if applicable) and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantor (or, in if applicable) and any Paying Agent as the case holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement Final Terms and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in currency (the Specified Denominations(sCurrency) and the denominations (the Specified Denomination(s)) specified in the applicable Pricing SupplementFinal Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This Note is may be a Fixed Rate Note, a Floating Rate Note, Note or a Zero Coupon Note, or a Dual Currency Note or an Index-Linked Note or combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing SupplementFinal Terms. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Definitive Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Receipts and Coupons appertaining thereto will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The relevant Issuer, the Guarantor, the Trustee, the Agent Guarantor and any other Paying Agent may will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the relevant Issuer, the Guarantor, Guarantor and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Bearer Global Note (or, in the case of a registered Global Note, in or the registered holder thereof) of the relevant Registered Global Note shall be treated by the relevant Issuer, the Guarantor and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” Noteholder and “holder of Notes” Notes and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in currency (the Specified Denominations(sCurrency) and the denominations (the Specified Denomination(s)) specified in the applicable Pricing SupplementFinal Terms. This Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. Unless this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. If this Note is an Exempt Note, this Note may also be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note, a Note denominated in Swiss francs and offered to the public in Switzerland and/or listed on the SIX Swiss Exchange Ltd. or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing SupplementFinal Terms. It If this Note is also an Exempt Note, this Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyFinal Terms. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, Issuer and the Guarantor, the Trustee, the Agent and any other Paying Agent may Agents will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg) each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” Noteholder and “holder of Notes” Notes and related expressions shall be construed accordingly. For so long as any of the Notes is represented by a Global Note which is deposited with SIX SIS Ltd. or any intermediary in Switzerland recognised for such purposes by the SIX Swiss Exchange Ltd. (SIX SIS Ltd. or any such other intermediary, the Intermediary) and entered into the accounts of one or more participants of the Intermediary, such Global Note will constitute intermediated securities (Bucheffekten) (Intermediated Securities) in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz). Each holder of the Notes deposited with the Intermediary shall have a quotal co-ownership interest (Miteigentumsanteil) in such Global Note to the extent of his claim against the Issuer, provided that for so long as such Global Note remains deposited with the Intermediary the co-ownership interest shall be suspended and such Notes may only be transferred or otherwise disposed of in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz), i.e. by entry of the transferred Notes in a securities account of the transferee. The records of the Intermediary will determine the number of Notes held through each participant in that Intermediary. In respect of the Notes held in the form of Intermediated Securities, the holders of such Notes will be the persons holding the Notes in a securities account in their own name and for their own account. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream or CMUClearstream, Luxembourg and the Intermediary, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in currency (the Specified Denominations(sCurrency) and the denominations (the Specified Denomination(s)) specified in the applicable Pricing SupplementFinal Terms. This Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. Unless this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. If this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It If this Note is an Exempt Note, this Note may also be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending on the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and Supplement. This Note may also be a Senior Preferred Note, a Senior Non-Preferred Note or a Subordinated Note, as indicated in the appropriate provisions of these Conditions will apply accordinglyapplicable Final Terms. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, Issuer and the Guarantor, the Trustee, the Agent and any other Paying Agent may Agents will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in currency (the Specified Denominations(sCurrency) and the denominations (the Specified Denomination(s)) specified in the applicable Pricing SupplementFinal Terms. This Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. Unless this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. If this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It If this Note is an Exempt Note, this Note may also be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending on the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and Supplement. This Note may also be a Senior Preferred Note, a Senior Non-Preferred Note or a Subordinated Note, as indicated in the appropriate provisions of these Conditions will apply accordinglyapplicable Final Terms. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, Issuer and the Guarantor, the Trustee, the Agent and any other Paying Agent may Agents will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes in this Series are issued in bearer form (“Bearer Notes”, which expression includes Notes which that are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or ), in registered form (“Registered Notes”) as specified or in the applicable Pricing Supplement and, bearer form exchangeable for Registered Notes (“Exchangeable Bearer Notes”) in the each case of Definitive Notes, serially numbered in the Specified Currency and in Denomination(s) shown hereon. Holcim Finance US LLC may only issue Registered Notes. All Registered Notes shall have the same Specified Denominations(s) specified in Denomination. Where Exchangeable Bearer Notes are issued, the applicable Pricing SupplementRegistered Notes for which they are exchangeable shall have the same Specified Denomination as the lowest denomination of Exchangeable Bearer Notes. This Note is a Fixed Rate Note, a Floating Rate Note, Note or a Zero Coupon Note, a Dual Currency Note or an Index-Linked Note combination of any of the foregoing or any combination other kind of the foregoingNote, depending upon the InterestInterest and Redemption/Payment Basis specified in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyshown hereon. Bearer Notes in definitive form are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Registered Notes are represented by a Global Note or registered certificates (“Certificates”) and, save as provided in definitive registered formCondition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. Except as set out below, title Title to the Bearer Notes and the Receipts Coupons and Coupons appertaining thereto will Talons shall pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which that the Relevant Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement as described in Condition 4(b(the “Register”). For so long Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the Notes are represented by a Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any related Certificate) and no person shall be conclusive and binding liable for all purposes except in so treating the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, as the case may beholder.

Form, Denomination and Title. The Notes in this Series are in (i) bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notesii) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement Final Terms or, (iii) in the case of ISD Notes, uncertificated book entry form, as specified in the applicable Final Terms, and, in the case of Definitive definitive Notes, serially numbered in the Specified Currency and in currency (the Specified Denominations(sCurrency) and the denominations (the Specified Denomination(s)) specified in the applicable Pricing SupplementFinal Terms and (other than ISD Notes) serially numbered. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. The Notes in bearer form may not be exchanged for either Registered Notes or ISD Notes and vice versa. This Note is may be a Fixed Rate Note, a Fixed Reset Note, a Floating Rate Note, a Zero Coupon Note, an Inflation Linked Note, an Inflation Linked Amortising Note, or a Dual Currency Note or an Index-Linked Note or combination of any combination of the foregoing, depending upon the InterestInterest Basis shown in the applicable Final Terms. This Note may be an Inflation Linked Note or an Inflation Linked Amortising Note depending on the Redemption/Payment Basis specified shown in the applicable Pricing SupplementFinal Terms. It is also a Partly Paid This Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made a Senior Preferred Note, a Senior Non-Preferred Note or a Subordinated Note, depending on the Status shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyFinal Terms. Definitive Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Receipts in bearer form and Coupons appertaining thereto will pass by delivery, title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement, and title to ISD Notes will pass by registration in the registers between the direct or indirect accountholders at the ISD in accordance with the rules and procedures of the ISD. The Issuer, Bank and the Guarantor, the Trustee, the Agent and any other Paying Agent may Agents will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon, the registered holder of any Registered Note and the registered holder of any Receipt or Coupon appertaining thereto ISD Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg) or in the case of ISD Notes, each person (other than Euroclear and/or Clearstream and/or CMU Euroclear, Clearstream, Luxembourg or ISD) who is for the time being shown in the records of Euroclear or Clearstream of Clearstream, Luxembourg or CMU the ISD, as the case may be, as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear Euroclear, Clearstream, Luxembourg or Clearstream or CMU the ISD, as the case may be, as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Bank and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other relevant Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than (in the case only of Notes not being ISD Notes) with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Bearer Global Note (or, in the case of a registered Global Note, in or the registered holder thereof) of the relevant Registered Global Note shall be treated by the Bank and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” Noteholder and “holder of Notes” Notes and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to the ISD, Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a Prospectus under the Prospectus Directive, the minimum Specified Denomination shall be €50,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). In the case of Notes with a maturity (at issue) of 183 days or less, the minimum Specified Denomination shall be U.S.$500,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). So long as the Notes are represented by a temporary global Note or a permanent global Note, the Notes shall be tradeable only in principal amounts of at least the Specified Denomination (or if more than one Specified Denomination, the lowest Specified Denomination) and, provided the relevant clearing system(s) so permit, integral multiples of the Tradeable Amount in excess thereof provided in the Specified Denominations(s) specified in the applicable Pricing Supplementrelevant Final Terms. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Indexed Interest Note, an Indexed Redemption Amount Note, a Dual Currency Note or an Index-Linked a Partly Paid Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Basis specified shown in the applicable Pricing SupplementFinal Terms. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent Issuer and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global Noteglobal Note held on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent Issuer and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms of the relevant global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Notes in NGN form, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Agent.

Form, Denomination and Title. The Notes in this Series are issued in bearer form (“Bearer Notes”, which expression includes Notes which that are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or ), in registered form (“Registered Notes”) as specified or in bearer form exchangeable for Registered Notes (“Exchangeable Bearer Notes”) in each case in the applicable Pricing Supplement and, Specified Denomination(s) shown hereon provided that in the case of Definitive any Notes which are to be admitted to trading on a regulated market within the European Economic Area or the United Kingdom or offered to the public in a Member State of the European Economic Area or the United Kingdom in circumstances which require the publication of a prospectus under the Prospectus Regulation, the minimum Specified Denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes are issued, serially numbered in the Registered Notes for which they are exchangeable shall have the same Specified Currency and in Denomination as the Specified Denominations(s) specified in the applicable Pricing Supplementlowest denomination of Exchangeable Bearer Notes. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Dual Currency Note or an Index-Linked Note combination of any of the foregoing or any combination other kind of the foregoingNote, depending upon the Interest/Payment Interest Basis specified in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyshown hereon. Bearer Notes in definitive form are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Registered Notes are represented by a Global Note or registered certificates (“Certificates”) and, save as provided in definitive registered formCondition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. Except as set out below, title Title to the Bearer Notes and the Receipts Coupons and Coupons appertaining thereto will Talons shall pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement as described in Condition 4(b(the “Register”). For so long Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the Notes are represented by a Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any related Certificate) and no person shall be conclusive and binding liable for all purposes except in so treating the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, as the case may beholder.

Form, Denomination and Title. The Notes in of this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered uncertificated and dematerialised book-entry form settled through the Danish central securities depository operated by VP Securities A/S. (“Registered VP”, and such notes, “VP Notes” and together with the Bearer Notes, “Notes”) as specified in the applicable Pricing Supplement and), in the each case of Definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(sDenomination(s) specified in the applicable Pricing Supplementand definitive Notes of this Series will be serially numbered. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Dual Currency Note or an Index-Linked Note or any appropriate combination of the foregoing, thereof depending upon the Interest/Payment Interest Basis specified in the applicable Pricing SupplementFinal Terms. It is also a Dual Currency Note and/or a Partly Paid Note and/or or an Index-Linked Indexed Note (where payment with in respect to of principal is linked to an Index and/or formulaFormula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, depending in each case, case on the Redemption/Payment Basis shown in the applicable Pricing Supplement so indicates Final Terms and the appropriate provisions of these Terms and Conditions will apply accordingly. Bearer Notes in If it is a definitive form are Note, it is issued with interest coupons for the payment of interest (“Coupons”) attached and, if applicable, talons for further Coupons (and, where appropriate, a Talon“Talons”) attached, unless they are it is a Zero Coupon Notes Note, in which case references to the interest (other than in relation to interest due after the Maturity Date), ) and Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer If it is a definitive Note the principal amount of which is redeemable in instalments it is issued with one or more Receipts receipts (“Receipts”) for the payment of instalments of principal prior to the stated maturity attached. References Wherever Dual Currency Notes, Partly Paid Notes or Indexed Notes are issued to bear interest on a fixed or floating rate basis or on a non interest-bearing basis, the provisions in these Terms and Conditions relating to Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes respectively shall, where the context so admits, apply to such Dual Currency Notes, Partly Paid Notes or Indexed Notes. Any reference in these Terms and Conditions to ReceiptsCoupon(s), Coupons and Talons do not apply Couponholder(s) or coupon(s) shall, unless the context otherwise requires, be deemed to any Notes represented by include a Global Note reference to Talon(s), Talonholder(s) or in definitive registered formtalon(s). Except Subject as set out below, title to the Bearer Notes Notes, the Coupons and the Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Bearer Note, in its capacity as such, shall be subject to and bound by all the Guarantor, provisions contained in the Trustee, the Agent relevant Note. The Issuer and any other Paying Agent may Agents may, to the fullest extent permitted by applicable law, deem and treat the bearer of any Bearer Note and any Note, Coupon or Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not such Note, Coupon or Receipt shall be overdue and notwithstanding any notice notation of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out below. Bearer Notes will not be exchangeable for VP Notes. The holder of a VP Note will be the person evidenced as such by a book entry in the next succeeding paragraphbook-entry system and register maintained by VP. Title to the Registered Ownership of VP Notes shall pass will be transferred by transfer and registration in the register which between the Issuer shall procure to be kept by the Registrar direct or nominee accountholders at VP, in accordance with the Agency Agreement rules and procedures of VP from time to time. Where a nominee is so evidenced, it shall be treated by the Issuer as described the holder of the relevant VP Note. For so long as any Note is a VP Note, each person who is for the time being shown in Condition 4(b)the book-entry system and register maintained by VP, as the holder of a Note shall be treated by the Issuer, the VP Agent, the Agent and any other Paying Agent as the holder of such Note for all purposes; and, in respect of any VP Notes, the expressions “Noteholder”, “holder of Notes” and related expressions shall be construed accordingly. VP Notes will not be exchangeable for Bearer Notes. VP Notes will be issued in uncertificated and dematerialised book-entry form and no global or definitive Notes will be issued in respect thereof and the Conditions shall be construed accordingly. Any reference in these Conditions to Coupons, Receipts and/or Talons shall not apply to VP Notes. For so long as any of the Notes of this Series are represented by a Global Noteglobal Note held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream”), each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the a holder of such principal nominal amount of such Notes for all purposes other than with respect to for the payment of principal or (including premium (if any)) and interest on the such Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent Issuer and any other of the Paying Agent Agents, solely in the bearer of the relevant Global global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and ”, “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will only be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream or CMUEuroclear and/or Clearstream, as the case may be. Any reference herein to Euroclear and/or Clearstream shall, whenever the context so permits, except in relation to Notes issued in NGN form, be deemed to include a reference to any additional clearance system approved by the Issuer, the Agent and, where the Notes are admitted to trading on the Luxembourg Stock Exchange’s regulated market and listed on the Official List of the Luxembourg Stock Exchange, the Luxembourg Stock Exchange. Interests in a permanent global Note will be exchanged (subject to the period allowed for delivery as set out in (i) below), in whole but not in part only and at the request of the holder of such global Note, for definitive Notes (a) if Euroclear or Clearstream or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) if the Issuer or any person acting on its behalf is obliged to pay additional amounts as provided in Condition 6 which would not be required were the Notes in definitive bearer form or, (c) where the Notes represented by the permanent global Note have been issued in a single specified denomination, if so specified in the Final Terms, at any time on the request of the bearer (each an “Exchange Event”). Whenever a permanent global Note is to be exchanged for definitive Notes the Issuer shall procure the prompt delivery of such definitive Notes, duly authenticated and where and to the extent applicable, with Receipts, Coupons and Talons attached, in an aggregate principal amount equal to the principal amount of such permanent global Note to the holder of the permanent global Note against its surrender at the specified office of the Agent within 30 days of the holder requesting such exchange. Furthermore, if, (i) definitive Notes have not been delivered in accordance with the foregoing by 5.00 p.m. (London time) on the thirtieth day after the holder has requested exchange, or (ii) the permanent global Note (or any part thereof) has become due and payable in accordance with the Conditions or the date for final redemption of the permanent global Note has occurred and, in either case, payment in full of the principal and interest due together with all accrued interest thereon has not been made to the holder in accordance with the Conditions on the due date for payment, then such permanent global Note (including the obligation to deliver definitive Notes) will become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (i) above) or at 5.00 p.m. (London time) on such due date (in the case of (ii) above) and the holder of the permanent global Note will have no further rights thereunder (but without prejudice to the rights which such holder or others may have under the Deed of Covenant). Under the Deed of Covenant, persons shown in the records of Euroclear and/or Clearstream (or, except in relation to Notes in NGN Form, any other relevant clearing system) as being entitled to interests in the Notes will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately before the permanent global Note became void, they had been the holders of definitive Notes in an aggregate principal amount equal to the principal amount of Notes they were shown as holding in the records of Euroclear and/or Clearstream or, except in relation to Notes in NGN form, other relevant clearing system (as the case may be).

Form, Denomination and Title. The Notes in this Series are may be issued in bearer form (“Bearer Notes”) or, which expression includes in respect of Notes which are specified issued by Toyota Credit Canada Inc., in bearer or registered form as set out in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement Final Terms and, in the case of Definitive definitive Bearer Notes, serially numbered numbered, in the Specified Currency (or Specified Currencies in the case of Dual Currency Notes) and in the Specified Denominations(s) Denomination(s), all as specified in the applicable Pricing SupplementFinal Terms. This Bearer Notes may not be exchanged for Registered Notes and vice versa. The Note is may be a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a floating rate basis (“Floating Rate Note”), a Note issued on a non-interest bearing basis (“Zero Coupon Note”), a Dual Currency Note or with respect to which interest is calculated by reference to an Index-index, index basket and/or a formula (“Index Linked Interest Note”), a Note with respect to which interest is calculated by reference to certain parameters (“Range Accrual Note”) or any combination of the foregoing, depending upon the Interest/Payment Basis interest basis specified in the applicable Pricing SupplementFinal Terms. It is also The Note may be a Partly Paid Note and/or an Index-Linked Note (where payment with respect to which principal is linked calculated by reference to an Index and/or formula) index or index basket and/or a Dual Currency formula (“Index Linked Redemption Note”), a Note redeemable in instalments (where payment “Instalment Note”), a Note with respect to which principal may be made and/or interest is payable in an alternative currencyone or more Specified Currencies other than the Specified Currency in which it is denominated (“Dual Currency Note”), a Note which is issued on a partly paid basis (“Partly Paid Note”) ifor a combination of any of the foregoing, depending upon the redemption or payment basis shown in each case, the applicable Pricing Supplement so indicates Final Terms (and where appropriate in the appropriate provisions of these Conditions will apply accordinglycontext, “Index Linked Interest Notes” and “Index Linked Redemption Notes” are referred to collectively as “Index Linked Notes”). Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References provisions in these Terms and Conditions relating to ReceiptsFixed Rate Notes, Coupons Floating Rate Notes and Talons do not Zero Coupon Notes, respectively, shall, where the context so permits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantor, the Trustee, the Agent Issuer and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear Bank S.A./N.V. (“Euroclear”) or of Clearstream or CMU Banking, société anonyme (“Clearstream, Luxembourg”) as the holder of a particular principal nominal amount of such Notes (other than a clearing agency (including Clearstream, Luxembourg and Euroclear) that is itself an account holder of Clearstream, Luxembourg or Euroclear (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error or proven error)) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent or (in the case of Registered Notes) the Registrar and the Canadian Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, for which purpose the right to which bearer of the relevant global Bearer Note or registered holder of the registered global Note shall be vested, as against treated by the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in as the bearer holder of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms of the relevant global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. Title to Registered Notes issued by Toyota Credit Canada Inc. passes on due endorsement in the relevant register which Toyota Credit Canada Inc. shall procure to be kept by the Registrar. Subject as set out above, except as ordered by a court of competent jurisdiction or as required by law, the registered holder of any Registered Note shall be deemed to be and may be treated as the absolute owner of such Registered Note for all purposes, whether or not such Registered Note shall be overdue and notwithstanding any notice of ownership, theft or loss thereof or any writing thereon made by anyone and no person shall be liable for so treating such registered holder (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Provisions relating to the transfer of Registered Notes are set out in the relevant Registered Note and the Note Agency Agreement. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Notes in new global note (“NGN”) form, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer, the Agent or (in the case of Registered Notes) the Registrar and the Canadian Paying Agent and, in the case of Notes admitted to the Official List and admitted to trading on the London Stock Exchange’s Regulated Market, the UK Listing Authority. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. The Notes in this Series are may be issued in bearer form (“Bearer Notes”) or, which expression includes in respect of Notes which are specified issued by Toyota Credit Canada Inc. or Toyota Motor Credit Corporation, in bearer or registered form as set out in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement Final Terms and, in the case of Definitive definitive Bearer Notes, serially numbered numbered, in the Specified Currency (or Specified Currencies in the case of Dual Currency Notes) and in the Specified Denominations(s) Denomination(s), all as specified in the applicable Pricing SupplementFinal Terms. This Bearer Notes may not be exchanged for Registered Notes and vice versa. The Note is may be a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a floating rate basis (“Floating Rate Note”), a Note issued on a non-interest bearing basis (“Zero Coupon Note”), a Dual Currency Note or with respect to which interest is calculated by reference to an Index-index, index basket and/or a formula (“Index Linked Interest Note”), a Note with respect to which interest is calculated by reference to certain parameters (“Range Accrual Note”) or any combination of the foregoing, depending upon the Interest/Payment Basis interest basis specified in the applicable Pricing SupplementFinal Terms. It is also The Note may be a Partly Paid Note and/or an Index-Linked Note (where payment with respect to which principal is linked calculated by reference to an Index and/or formula) index or index basket and/or a Dual Currency formula (“Index Linked Redemption Note”), a Note redeemable in instalments (where payment “Instalment Note”), a Note with respect to which principal may be made and/or interest is payable in an alternative currencyone or more Specified Currencies other than the Specified Currency in which it is denominated (“Dual Currency Note”), a Note which is issued on a partly paid basis (“Partly Paid Note”) ifor a combination of any of the foregoing, depending upon the redemption or payment basis shown in each case, the applicable Pricing Supplement so indicates Final Terms (and where appropriate in the appropriate provisions of these Conditions will apply accordinglycontext, “Index Linked Interest Notes” and “Index Linked Redemption Notes” are referred to collectively as “Index Linked Notes”). Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References provisions in these Terms and Conditions relating to ReceiptsFixed Rate Notes, Coupons Floating Rate Notes and Talons do not Zero Coupon Notes, respectively, shall, where the context so permits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantor, the Trustee, the Agent Issuer and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear Bank S.A./N.V. (“Euroclear”) or of Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or CMU any other agreed clearing system as the holder of a particular principal nominal amount of such Notes (other than a clearing agency (including Euroclear and Clearstream, Luxembourg) that is itself an account holder of Euroclear or Clearstream, Luxembourg or any other agreed clearing system (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg or CMU any other agreed clearing system as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error or proven error)) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, for which purpose the right to which bearer of the relevant global Bearer Note or registered holder of the global Registered Note shall be vested, as against treated by the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in as the bearer holder of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms of the relevant global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. Title to Registered Notes issued by Toyota Credit Canada Inc. passes on due endorsement in the relevant register which Toyota Credit Canada Inc. shall procure to be kept by the TCCI Registrar. Title to Registered Notes issued by Toyota Motor Credit Corporation passes on due endorsement in the relevant register which Toyota Motor Credit Corporation shall procure to be kept by the TMCC Registrar. Subject as set out above, except as ordered by a court of competent jurisdiction or as required by law, the registered holder of any Registered Note shall be deemed to be and may be treated as the absolute owner of such Registered Note for all purposes, whether or not such Registered Note shall be overdue and notwithstanding any notice of ownership, theft or loss thereof or any writing thereon made by anyone and no person shall be liable for so treating such registered holder (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Provisions relating to the transfer of Registered Notes issued by Toyota Credit Canada Inc. are set out in the relevant Registered Note and the TCCI Note Agency Agreement. Provisions relating to the transfer of Registered Notes issued by Toyota Motor Credit Corporation are set out in the relevant Registered Note and the TMCC Note Agency Agreement. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Bearer Notes in new global note (“NGN”) form or Registered Notes intended to be held in a manner which would allow Eurosystem eligibility (being the new safekeeping structure (“NSS”) and hereinafter referred to as “held under the NSS”), be deemed to include a reference to any additional or alternative clearing system approved by the Issuer, the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent and, in the case of Notes admitted to the Official List and admitted to trading on the London Stock Exchange’s Regulated Market, the UK Listing Authority. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement Final Terms and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing SupplementDenomination(s). This Note is a Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. The Notes may be Fixed Rate NoteNotes, a Floating Rate NoteNotes, a Zero Coupon Note, Notes or a Dual Currency Note or an Index-Linked Note or combination of any combination of the foregoing, depending upon the InterestInterest Basis shown in the applicable Final Terms. The Notes may be Instalment Notes, Partly Paid Notes or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Final Terms. The Notes will either be unsubordinated in the manner described under Condition 4.1 (Status of the Senior Notes) below (a "Senior Note") or subordinated in the manner described under Condition 4.3 (Status of the Subordinated Notes) below (a "Subordinated Note") depending upon the status specified in the applicable Pricing SupplementFinal Terms. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Definitive Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantor, the Trustee, the Agent Guarantor and any other Paying Agent may will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global NoteNote or Global Certificate, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote or Global Certificate held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error or proven error) shall be treated by the Issuer, the Guarantor, Guarantor and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in the case of a registered Global Note, in or the registered holder thereof) of the relevant Global Certificate shall be treated by the Issuer, the Guarantor and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note or Global Certificate and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). For so long as the Depository Trust Company ("DTC") or its nominee is the registered owner or holder of a Global Certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Certificate for all purposes under the Agency Agreement and the Notes except to the extent that in accordance with DTC's published rules and procedures any ownership rights may be exercised by its participants or beneficial owners through participants. Notes which are represented by a Global Note or Global Certificate will be transferable only in accordance with the rules and procedures for the time being of EuroclearDTC, Clearstream or CMUEuroclear and Clearstream, Luxembourg, as the case may be. References to DTC, Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the currency (the ‘‘Specified Currency Currency’’) and in the denominations (the ‘‘Specified Denominations(sDenomination(s)’’) specified in the applicable Pricing Supplement. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This Note is may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending upon the Redemption/ Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglySupplement. Definitive Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by deliverydelivery and title to the Registered Notes will pass upon registration of transfers in the register which is kept by the Registrar in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantor, the Trustee, the Agent Guarantor and any other Paying Agent may will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/ NV (‘‘Euroclear’’) and/or Clearstream Banking S.A. (‘‘Clearstream’’) and/or a sub-custodian for the Central Moneymarkets Unit Service operated by the Hong Kong Monetary Authority (the ‘‘CMU’’), each person (other than Euroclear and/or Euroclear, Clearstream and/or CMU or the CMU) who is for the time being shown in the records of Euroclear or Euroclear, Clearstream or the CMU as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or the CMU as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, Guarantor and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Bearer Global Note (or, in the case of a registered Global Note, in or the registered holder thereof) of the relevant Registered Global Note shall be treated by the Issuer, the Guarantor and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “‘‘Noteholder” ’’ and “‘‘holder of Notes” ’’ and related expressions shall be construed accordingly). Notwithstanding the above, if a Note (whether in global or definitive form) is held through the CMU, any payment that is made in respect of such Note shall be made at the direction of the bearer or the registered holder to the person(s) for whose account(s) interests in such Note are credited as being held through the CMU in accordance with the CMU Rules at the relevant time as notified to the CMU Lodging Agent by the CMU in a relevant CMU Instrument Position Report or any other relevant notification by the CMU (which notification, in either case, shall be conclusive evidence of the records of the CMU as to the identity of any account holder and the principal amount of any Note credited to its account, save in the case of manifest error) (‘‘CMU Accountholders’’) and such payments shall discharge the obligation of the Issuer in respect of that payment under such Note. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream or and the CMU, as the case may be. References to Euroclear, Clearstream and/or the CMU shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the currency (the “Specified Currency Currency”) and in the denominations (the “Specified Denominations(sDenomination(s)”) specified in the applicable Final Terms or (in the case of Exempt Notes) the applicable Pricing Supplement. This Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. Unless this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. If this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It If this Note is an Exempt Note, this Note may also be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglySupplement. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, Issuer and the Guarantor, the Trustee, the Agent and any other Paying Agent may Agents will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms or (in the case of Exempt Notes) the applicable Pricing Supplement.

Form, Denomination and Title. The Notes in this Series are may be issued in bearer form (“Bearer Notes”) or, which expression includes in respect of Notes which are specified issued by Toyota Credit Canada Inc., in bearer or registered form as set out in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement Final Terms and, in the case of Definitive definitive Bearer Notes, serially numbered numbered, in the Specified Currency and (or Specified Currencies in the case of Dual Currency Notes) and the Specified Denominations(s) Denomination(s), all as specified in the applicable Pricing SupplementFinal Terms. This Bearer Notes may not be exchanged for Registered Notes and vice versa. The Note is may be a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a floating rate basis (“Floating Rate Note”), a Note issued on a non-interest bearing basis (“Zero Coupon Note”), a Dual Currency Note or with respect to which interest is calculated by reference to an Index-index, index basket and/or a formula (“Index Linked Interest Note”), a Note with respect to which interest is calculated by reference to certain parameters (“Range Accrual Note”) or any combination of the foregoing, depending upon the Interest/Payment Basis interest basis specified in the applicable Pricing SupplementFinal Terms. It is also The Note may be a Partly Paid Note and/or an Index-Linked Note (where payment with respect to which principal is linked calculated by reference to an Index and/or formula) index or index basket and/or a Dual Currency formula (“Index Linked Redemption Note”), a Note redeemable in instalments (where payment “Instalment Note”), a Note with respect to which principal may be made and/or interest is payable in an alternative currencyone or more Specified Currencies other than the Specified Currency in which it is denominated (“Dual Currency Note”), a Note which is issued on a partly paid basis (“Partly Paid Note”) ifor a combination of any of the foregoing, depending upon the redemption or payment basis shown in each case, the applicable Pricing Supplement so indicates Final Terms (and where appropriate in the appropriate provisions of these Conditions will apply accordinglycontext, “Index Linked Interest Notes” and “Index Linked Redemption Notes” are referred to collectively as “Index Linked Notes”). Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References provisions in these Terms and Conditions relating to ReceiptsFixed Rate Notes, Coupons Floating Rate Notes and Talons do not Zero Coupon Notes, respectively, shall, where the context so permits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantor, the Trustee, the Agent Issuer and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear Bank S.A./N.V. (“Euroclear”) or of Clearstream or CMU Banking, société anonyme (“Clearstream, Luxembourg”) as the holder of a particular principal nominal amount of such Notes other than a clearing agency (including Clearstream, Luxembourg and Euroclear) that is itself an account holder of Clearstream, Luxembourg or Euroclear (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error or proven error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent or (in the case of Registered Notes) the Registrar and the Canadian Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, for which purpose the right to which bearer of the relevant global Bearer Note or registered holder of the registered global Note shall be vested, as against treated by the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in as the bearer holder of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms of the relevant global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. Title to Registered Notes issued by Toyota Credit Canada Inc. passes on due endorsement in the relevant register which Toyota Credit Canada Inc. shall procure to be kept by the Registrar. Subject as set out above, except as ordered by a court of competent jurisdiction or as required by law, the registered holder of any Registered Note shall be deemed to be and may be treated as the absolute owner of such Registered Note for all purposes, whether or not such Registered Note shall be overdue and notwithstanding any notice of ownership, theft or loss thereof or any writing thereon made by anyone and no person shall be liable for so treating such registered holder (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Provisions relating to the transfer of Registered Notes are set out in the relevant Registered Note and the Note Agency Agreement. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Notes in new global note (“NGN”) form, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer, the Agent or (in the case of Registered Notes) the Registrar and the Canadian Paying Agent and, in the case of Notes admitted to the Official List and admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market, the UK Listing Authority. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered in the Specified Currency (or Currencies in the case of Dual Currency Notes) and in the Specified Denominations(sDenomination(s) specified in the applicable Pricing Supplement. This Note is may be a Note bearing interest on a fixed rate basis ("Fixed Rate Note"), a Note bearing interest on a floating rate basis ("Floating Rate Note"), a Note issued on a non-interest bearing basis ("Zero Coupon Note"), a Dual Currency Note or with respect to which interest is calculated by reference to an Index-index and/or a formula ("Index Linked Note Interest Note") or any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified in the applicable Pricing Supplement. It is also This Note may be a Partly Paid Note and/or an Index-Linked Note (where payment with respect to which principal is linked calculated by reference to an Index and/or formula) index and/or a Dual Currency formula ("Index Linked Redemption Note"), a Note redeemable in installments (where payment "Installment Note"), a Note with respect to which principal may be made and/or interest is payable in an alternative currencyone or more Specified Currencies other than the Specified Currency in which it is denominated ("Dual Currency Note"), a Note which is issued on a partly paid basis ("Partly Paid Note") ifor a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in each case, the applicable Pricing Supplement so indicates Supplement. (Where appropriate in the context, "Index Linked Interest Notes" and the "Index Linked Redemption Notes" are referred to collectively as "Index Linked Notes".) The appropriate provisions of these Terms and Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References provisions in these Terms and Conditions relating to ReceiptsFixed Rate Notes, Coupons Floating Rate Notes and Talons do not Zero Coupon Notes, respectively, shall, where the context so admits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the Guarantor, provisions contained in the Trustee, the Agent relevant Note. TMCC and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal amount of Notes other than a clearing agency (including Clearstream, Luxembourg and Euroclear) that is itself an account holder of Clearstream, Luxembourg or Euroclear (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated Appendix A-3 by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer AgentTMCC, the Agent and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the TrusteeTMCC, the Agent and any other Paying Agent solely in the bearer of the relevant Global global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearance system approved by TMCC and the Agent. If the Specified Currency of this Note is a currency of one of the member states of the European Union which has not adopted the euro, and if specified in the applicable Pricing Supplement, this Note shall permit redenomination and exchange (as referenced in Condition 17 below or in such other manner as set forth in the applicable Pricing Supplement) at the option of TMCC.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing SupplementDenomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note is may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending upon the Redemption/ Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglySupplement. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Definitive Notes represented will be executed by a Global Note duly authorised representative of Telecom Italia in the case of Notes issued by Telecom Italia or by two directors of TI Finance in definitive registered formthe case of Notes issued by TI Finance. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The relevant Issuer, the GuarantorGuarantor (in the case of Notes issued by TI Finance), the Trustee, Paying Agents and the Agent and any other Paying Agent may Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error or proven error) shall be treated by the relevant Issuer, the GuarantorGuarantor (in the case of Notes issued by TI Finance), the Trustee, Paying Agents and the Registrar, the Transfer Agent, the Agent and any other Paying Agent Trustee as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note shall be treated by the relevant Issuer, the Guarantor (or, in the case of a registered Global NoteNotes issued by TI Finance), in any Paying Agent and the registered Trustee as the holder thereof) of such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” Noteholder and “holder of Notes” Notes and related expressions shall be construed accordingly). In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of an error which is manifest or, in the opinion of the Trustee, proven, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement or as may otherwise be approved by the relevant Issuer, the Agent and the Trustee.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing SupplementDenomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending on the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and Supplement. This Note is a Senior Note or a Dated Subordinated Note, as indicated in the appropriate provisions of these Conditions will apply accordinglyapplicable Pricing Supplement. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Notes which have a maturity at issue of 183 days or less must have a minimum denomination of not less than U.S.$500,000 (determined by reference to the principal amount spot rate on the date of which is redeemable issuance if not denominated in instalments is issued with one or more Receipts attachedU.S.$). References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, the Guarantor, the Trustee, Paying Agents and the Agent and any other Paying Agent may Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, Trustee and the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the right to which bearer of the relevant Global Note shall be vested, as against treated by the Issuer, the Guarantor, the Trustee, the Agent Trustee and any other Paying Agent solely in as the bearer holder of the relevant Global Note (or, in the case such nominal amount of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement or as may otherwise be approved, by the Issuer, the Agent and the Trustee.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing Supplementnumbered. This Note is a The Notes may be Fixed Rate NoteNotes, a Floating Rate NoteNotes, a CMS Linked Interest Notes, Fixed-Floating Rate Notes, Floating-Fixed Rate Notes or Zero Coupon Note, Notes or a Dual Currency Note or an Index-Linked Note or combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis shown in the relevant Final Terms. The Notes may also be senior preferred notes (“Senior Preferred Notes”), senior non-preferred notes (“Senior Non-Preferred Notes” and, together with the Senior Preferred Notes, the “Senior Notes”) or subordinated notes (“Subordinated Notes”), depending on the status of the Notes specified in the applicable Pricing Supplementrelevant Final Terms. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal The Notes are denominated in such currency as may be made specified in an alternative currencythe relevant Final Terms (the “Specified Currency”) ifand in the denomination or denominations specified in the relevant Final Terms (a “Specified Denomination”), provided that Senior Non-Preferred Notes will have a denomination of at least Euro 250,000 (or, where the Senior Non-Preferred Notes are denominated in each casea Specified Currency other than Euro, the applicable Pricing Supplement so indicates and the appropriate provisions equivalent amount in such other Specified Currency). Notes of these Conditions will apply accordinglyone Specified Denomination may not be exchanged for Notes of another Specified Denomination. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, the Guarantor, Paying Agents and the Trustee, the Agent and any other Paying Agent may Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, Paying Agents and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Trustee as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (orshall be treated by the Issuer, in any Paying Agent and the case Trustee as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). In determining whether a particular person is entitled to a particular nominal amount of notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the relevant Final Terms or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Trustee.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are Unless otherwise agreed by the Issuer and the relevant Dealers and specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or Final Terms, the Notes are in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of bearer form. Definitive Notes, if any, are serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified Denominations as indicated in the applicable Pricing SupplementFinal Terms. This Note is a Fixed Note bearing interest on a fixed rate basis (a “Fixed-Rate Note”), a Floating Note bearing interest on a floating rate basis (a “Floating-Rate Note”), a Note issued on a non-interest bearing basis (a “Zero Coupon Note”), a Note upon which payment of principal or interest may be in more than one currency (a “Dual Currency Note Note”), or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Basis specified in the applicable Pricing SupplementFinal Terms. It is also a Note issued on a partly paid basis (a “Partly Paid Note”), a Note and/or upon which payments are based on an Index-Linked amortization table (the “Amortization Table”) (an “Amortizing Note”), a Note which is redeemable in installments (where an “Installment Note”), and a Note upon which payment with respect of principal (an “Indexed Redemption Amount Note”), premium, if any, interest (an “Interest Indexed Note”) or any other amounts payable is determined by reference, either directly or indirectly, to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) ifthe price or performance of one or more securities, debt obligations, currencies or composite currencies, commodities, interest rates, stock indices, or other indices or formulae, in each case, case as specified in the applicable Pricing Supplement so indicates and the Final Terms (each, an “Indexed Note”). The appropriate provisions of these Terms and Conditions will apply accordingly. Bearer With respect to credit-linked Indexed Notes, unless otherwise specified in the applicable Final Terms, the definitions and provisions in the 2003 ISDA Credit Derivatives Definitions, as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), and as amended, updated, or replaced as at the Issue Date of the first Tranche of the Notes of the relevant Series, are incorporated into these Terms and Conditions. A “credit-linked Indexed Note” is a Note for which principal, premium, if any, interest, or any other amounts payable may be based on the change in definitive form are value of one or more debt obligations, a spread on indices of similar debt obligations, a swap or embedded swap with payments on one side mirroring a basket of debt obligations, or any other similar reference asset or basket of debt obligations, if one or more of certain events relating to the creditworthiness of the issuer or issuers (which do not include the Issuer) of such debt obligations occurs before the scheduled Maturity Date. This Note is either a Senior Note (as defined herein) or a Subordinated Note (as defined herein), as specified in the applicable Final Terms. Definitive Notes will be issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes Notes, in which case references to interest (other than interest due after the Maturity Date), Coupons Coupons, and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out forth below, title to the Bearer Notes and the Receipts Notes, Receipts, and Coupons appertaining thereto will pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent Issuer and any other Paying Agent may (except as otherwise required, by law) deem and treat the bearer of any Bearer Note and any Receipt Note, Receipt, or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so So long as any of the Notes are represented by a Global NoteNote held on behalf of Euroclear and Clearstream, Luxembourg, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to on the account of any person shall be conclusive and binding for all purposes purposes, except in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Issuing and Principal Paying Agent, the Agent and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than purposes, except with respect to the payment of principal principal, premium, if any, interest, or interest any other amounts payable on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (orshall be treated by the Issuer, in the case Issuing and Principal Paying Agent, and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms of the relevant Global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or Clearstream, Clearstream or CMULuxembourg, as the case may be. The Issuer will issue Notes in such denominations as may be agreed upon between the Issuer and the relevant Dealer and as indicated in the applicable Final Terms. However, the minimum denomination permitted for each Note will be such denomination as may be allowed or required by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Specified Currency. The minimum denomination of each Note admitted to trading on a European Economic Area exchange and/or offered to the public within the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive (Directive 2003/71/EC) will be €1,000 (or the equivalent amount in another currency). Unless permitted by then current laws and regulations, any Notes (including Notes denominated in Sterling) for which the proceeds are to be accepted by the Issuer in the United Kingdom and which have a maturity of less than one year from their date of issue, shall (1) be issued to a limited class of professional investors, (2) have a redemption value of not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than Sterling), and (3) provide that no part of any such Notes may be transferred unless the redemption value of that part is not less than £100,000 (or an equivalent amount in other currencies).

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered in the Specified Currency (or Currencies in the case of Dual Currency Notes) and in the Specified Denominations(sDenomination(s) specified in the applicable Pricing SupplementFinal Terms. This Note is may be a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a floating rate basis (“Floating Rate Note”), a Note issued on a non-interest bearing basis (“Zero Coupon Note”), a Dual Currency Note or with respect to which interest is calculated by reference to an Index-index and/or a formula (“Index Linked Note Interest Note”) or any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified in the applicable Pricing SupplementFinal Terms. It is also This Note may be a Partly Paid Note and/or an Index-Linked Note (where payment with respect to which principal is linked calculated by reference to an Index and/or formula) index and/or a Dual Currency formula (“Index Linked Redemption Note”), a Note redeemable in installments (where payment “Installment Note”), a Note with respect to which principal may be made and/or interest is payable in an alternative currencyone or more Specified Currencies other than the Specified Currency in which it is denominated (“Dual Currency Note”), a Note which is issued on a partly paid basis (“Partly Paid Note”) ifor a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in each case, the applicable Pricing Supplement so indicates Final Terms. (Where appropriate in the context, “Index Linked Interest Notes” and the “Index Linked Redemption Notes” are referred to collectively as “Index Linked Notes”.) The appropriate provisions of these Terms and Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References provisions in these Terms and Conditions relating to ReceiptsFixed Rate Notes, Coupons Floating Rate Notes and Talons do not Zero Coupon Notes, respectively, shall, where the context so admits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the Guarantor, provisions contained in the Trustee, the Agent relevant Note. TMCC and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal amount of Notes other than a clearing agency (including Clearstream, Luxembourg and Euroclear) that is itself an account holder of Clearstream, Luxembourg or Euroclear (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer AgentTMCC, the Agent and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the TrusteeTMCC, the Agent and any other Paying Agent solely in the bearer of the relevant Global global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Notes in new global note (“NGN”) form, be deemed to include a reference to any additional or alternative clearance system approved by TMCC and the Agent. If the Specified Currency of this Note is a currency of one of the member states of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, this Note shall permit redenomination and exchange (as referenced in Condition 17 below or in such other manner as set forth in the applicable Final Terms) at the option of TMCC.

Form, Denomination and Title. The Notes in this Series are may be issued in bearer form (“Bearer Notes”) or, which expression includes in respect of Notes which are specified issued by Toyota Credit Canada Inc., in bearer or registered form as set out in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement Final Terms and, in the case of Definitive definitive Bearer Notes, serially numbered numbered, in the Specified Currency (or Specified Currencies in the case of Dual Currency Notes) and in the Specified Denominations(s) Denomination(s), all as specified in the applicable Pricing SupplementFinal Terms. This Bearer Notes may not be exchanged for Registered Notes and vice versa. The Note is may be a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a floating rate basis (“Floating Rate Note”), a Note issued on a non-interest bearing basis (“Zero Coupon Note”), a Dual Currency Note or with respect to which interest is calculated by reference to an Index-index, index basket and/or a formula (“Index Linked Interest Note”), a Note with respect to which interest is calculated by reference to certain parameters (“Range Accrual Note”) or any combination of the foregoing, depending upon the Interest/Payment Basis interest basis specified in the applicable Pricing SupplementFinal Terms. It is also The Note may be a Partly Paid Note and/or an Index-Linked Note (where payment with respect to which principal is linked calculated by reference to an Index and/or formula) index or index basket and/or a Dual Currency formula (“Index Linked Redemption Note”), a Note redeemable in instalments (where payment “Instalment Note”), a Note with respect to which principal may be made and/or interest is payable in an alternative currencyone or more Specified Currencies other than the Specified Currency in which it is denominated (“Dual Currency Note”), a Note which is issued on a partly paid basis (“Partly Paid Note”) ifor a combination of any of the foregoing, depending upon the redemption or payment basis shown in each case, the applicable Pricing Supplement so indicates Final Terms (and where appropriate in the appropriate provisions of these Conditions will apply accordinglycontext, “Index Linked Interest Notes” and “Index Linked Redemption Notes” are referred to collectively as “Index Linked Notes”). Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References provisions in these Terms and Conditions relating to ReceiptsFixed Rate Notes, Coupons Floating Rate Notes and Talons do not Zero Coupon Notes, respectively, shall, where the context so permits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Subject as set out below, the Guarantor, the Trustee, the Agent Issuer and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Bearer Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear Bank S.A./N.V. (“Euroclear”) or of Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or CMU any other agreed clearing system as the holder of a particular principal nominal amount of such Notes (other than a clearing agency (including Euroclear and Clearstream, Luxembourg) that is itself an account holder of Euroclear or Clearstream, Luxembourg or any other agreed clearing system (in which regard any certificate or other document issued by Euroclear or Clearstream Clearstream, Luxembourg or CMU any other agreed clearing system as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error or proven error)) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent or (in the case of Registered Notes) the Registrar and the Transfer Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, for which purpose the right to which bearer of the relevant global Bearer Note or registered holder of the registered global Note shall be vested, as against treated by the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in as the bearer holder of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms of the relevant global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. Title to Registered Notes issued by Toyota Credit Canada Inc. passes on due endorsement in the relevant register which Toyota Credit Canada Inc. shall procure to be kept by the Registrar. Subject as set out above, except as ordered by a court of competent jurisdiction or as required by law, the registered holder of any Registered Note shall be deemed to be and may be treated as the absolute owner of such Registered Note for all purposes, whether or not such Registered Note shall be overdue and notwithstanding any notice of ownership, theft or loss thereof or any writing thereon made by anyone and no person shall be liable for so treating such registered holder (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Provisions relating to the transfer of Registered Notes are set out in the relevant Registered Note and the Note Agency Agreement. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, except in relation to Bearer Notes in new global note (“NGN”) form or Registered Notes intended to be held in a manner which would allow Eurosystem eligibility (being the new safekeeping structure (“NSS”) and hereinafter referred to as “held under the NSS”), be deemed to include a reference to any additional or alternative clearing system approved by the Issuer, the Agent or (in the case of Registered Notes) the Registrar and the Transfer Agent and, in the case of Notes admitted to the Official List and admitted to trading on the London Stock Exchange’s Regulated Market, the UK Listing Authority. If the Specified Currency of the Note is a currency of one of the Member States of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, the Note shall permit redenomination and exchange (as referred to in Condition 18 below or in such other manner as set forth in the applicable Final Terms) at the option of the Issuer.

Form, Denomination and Title. The Notes in this Series are issued in bearer form (“Bearer Notes”, which expression includes Notes which that are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or ), in registered form (“Registered Notes”) as specified or in the applicable Pricing Supplement and, bearer form exchangeable for Registered Notes (“Exchangeable Bearer Notes”) in the each case of Definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(sDenomination(s) specified in the applicable Pricing Supplementshown hereon. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or an Index-Linked Note a Partly Paid Note, a combination of any of the foregoing or any combination other kind of the foregoingNote, depending upon the InterestInterest and Redemption/Payment Basis specified in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyshown hereon. Bearer Notes in definitive form are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is Instalment Notes are issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Registered Notes are represented by a Global Note or registered certificates (“Certificates”) and, save as provided in definitive registered formCondition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. Except as set out below, title Title to the Bearer Notes and the Receipts Receipts, Coupons and Coupons appertaining thereto will Talons shall pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement as described in Condition 4(b(the “Register”). For so long Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the Notes are represented by a Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any related Certificate) and no person shall be conclusive and binding liable for all purposes except in so treating the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, as the case may beholder.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered in the Specified Currency (or Currencies in the case of Dual Currency Notes) and in the Specified Denominations(sDenomination(s) specified in the applicable Pricing SupplementFinal Terms. This Note is may be a Note bearing interest on a fixed rate basis ("Fixed Rate Note"), a Note bearing interest on a floating rate basis ("Floating Rate Note"), a Note issued on a non-interest bearing basis ("Zero Coupon Note"), a Dual Currency Note or with respect to which interest is calculated by reference to an Index-index and/or a formula ("Index Linked Note Interest Note") or any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified in the applicable Pricing SupplementFinal Terms. It is also This Note may be a Partly Paid Note and/or an Index-Linked Note (where payment with respect to which principal is linked calculated by reference to an Index and/or formula) index and/or a Dual Currency formula ("Index Linked Redemption Note"), a Note redeemable in installments (where payment "Installment Note"), a Note with respect to which principal may be made and/or interest is payable in an alternative currencyone or more Specified Currencies other than the Specified Currency in which it is denominated ("Dual Currency Note"), a Note which is issued on a partly paid basis ("Partly Paid Note") ifor a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in each case, the applicable Pricing Supplement so indicates Final Terms. (Where appropriate in the context, "Index Linked Interest Notes" and the "Index Linked Redemption Notes" are referred to collectively as "Index Linked Notes".) The appropriate provisions of these Terms and Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References provisions in these Terms and Conditions relating to ReceiptsFixed Rate Notes, Coupons Floating Rate Notes and Talons do not Zero Coupon Notes, respectively, shall, where the context so admits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the Guarantor, provisions contained in the Trustee, the Agent relevant Note. TMCC and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal amount of Notes other than a clearing agency (including Clearstream, Luxembourg and Euroclear) that is itself an account holder of Clearstream, Luxembourg or Euroclear (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer AgentTMCC, the Agent and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the TrusteeTMCC, the Agent and any other Paying Agent solely in the bearer of the relevant Global global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearance system approved by TMCC and the Agent. If the Specified Currency of this Note is a currency of one of the member states of the European Union which has not adopted the euro, and if specified in the applicable Final Terms, this Note shall permit redenomination and exchange (as referenced in Condition 17 below or in such other manner as set forth in the applicable Final Terms) at the option of TMCC.

Form, Denomination and Title. The Notes in this Series are may be in bearer form (“"Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes") or and/or in registered form (“"Registered Notes”") as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, will be serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified Denomination(s). Save as provided below in the applicable Pricing SupplementConditions 4 and 12, Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Indexed Interest Note (where payment in respect of interest is linked to an index and/or a formula), an Indexed Redemption Amount Note (where payment in respect of principal is linked to an index and/or a formula), a Linked Note (where payment in respect of principal and/or interest is linked to an underlying equity, bond, other security or such other asset as may be specified in the applicable Pricing Supplement (the "Underlying Securities")), a Dual Currency Note or an Index-Linked a Partly Paid Note or any appropriate combination of any of the foregoing, depending upon the Interest/Payment Basis specified shown in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or Note, a Dual Currency Note, a Partly Paid Note, an Indexed Interest Note (where payment with respect to principal may be made in and an alternative currency) Indexed Redemption Amount Note if, in each case, the applicable Pricing Supplement so indicates and and, in such case, the appropriate provisions of these Terms and Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons and (and, where appropriate, a Talonif applicable) Receipts and Talons attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), and Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Title to Registered Notes will pass upon registration of transfers in the books of the Registrar in New York City. -------------------------------------------------------------------------------- 57 -------------------------------------------------------------------------------- Subject as set out below, the Issuer, the Guarantor, the TrusteeAgent, any Paying Agent, the Registrar, the Exchange Agent and any other Paying Transfer Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto and any person in whose name a Registered Note is registered as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a bearer global Note held by a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") or for so long as The Depository Trust Company ("DTC") or its nominee is the registered holder of a Registered Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU Clearstream, Luxembourg or, as the holder of case may be, DTC as entitled to a particular principal nominal amount of Notes (in which regard any certificate or other document issued by Euroclear Euroclear, Clearstream, Luxembourg or Clearstream or CMU DTC as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as deemed to be the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such Notes, for which purpose such common depositary or, as the right to which case may be, DTC or its nominee shall be vested, as against deemed to be the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer holder of the relevant Global Note (or, in the case such nominal amount of a registered Global Note, in the registered holder thereof) Notes in accordance with and subject to its the terms of the relevant global Note (and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream or CMUClearstream, Luxembourg and DTC, as the case may be. References herein to DTC, Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer, the Guarantor and the Agent and specified in the applicable Pricing Supplement.

Form, Denomination and Title. The Notes in this Series are in bearer form (“''Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes'') or and/or (if issued by IBM International Finance) in registered form (“''Registered Notes”'') as specified in the applicable Pricing Supplement and, in the case of Definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(sDenomination(s) specified in the applicable Pricing Supplementand definitive Notes will be serially numbered. This Note is may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Dual Currency Note or an Index-Index Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending on the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglySupplement. 46 Definitive Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is Registered Notes are issued with one or more Receipts attached. References in these Conditions to without Receipts, Coupons or Talons. Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the provisions in these Terms and Talons do not Conditions relating to Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes, respectively, shall, where the context so admits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except Subject as set out below, title to the Bearer Notes and Notes, the Receipts and Coupons appertaining thereto will pass by delivery. The holder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the provisions contained in the relevant Note. Title to Registered Notes will pass upon registration of the transfer in the books of the Registrar in New York City. To the extent permitted by law, the Issuer, the GuarantorPaying Agents, the Trustee, Registrar and the Agent and any other Paying Agent may Trustee shall be entitled to deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto and any person in whose name a Registered Note shall be registered as the absolute owner thereof (notwithstanding any notice to the contrary (other than any notice delivered in compliance with the terms of this Note regarding transfer and exchange of Registered Notes as set forth in Condition 14) and whether or not such Note, Receipt or Coupon shall be overdue and notwithstanding any notice notation of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes purposes, but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b)below. For so long as any of the Notes are represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Moxxxx Xuaranty Trust Company of New York, Brussels office, as operator of the Euroclear or Clearstream or CMU System (''Euroclear'') and/or of Cedelbank as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Cedelbank as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent Registrar and any other Paying Agent as the a holder of such principal nominal amount of such Notes for all purposes other than with respect to for the payment of principal or and interest on the such Notes, the right to which shall be vested, as against the Issuer, the GuarantorAgent, the Trustee, the Agent Registrar and any other Paying Agent Agent, solely in the bearer of the relevant Global global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “''Noteholder” '' and “''holder of Notes” '' and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will only be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream or CMUEuroclear and/or Cedelbank, as the case may be.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing SupplementDenomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This Note is may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglySupplement. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by deliverydelivery and title to Registered Notes will pass upon registration of transfers in the register which is kept by the Registrar in accordance with the provisions of the Agency Agreement. The Issuer, the Guarantor, Agents and the Trustee, the Agent and any other Paying Agent may Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global NoteNote or Global Certificate, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote or Global Certificate held on behalf of Euroclear Bank SA/NV as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream”), The Depository Trust Company (“DTC”) and/or the Hong Kong Monetary Authority as operator of the Central Moneymarkets Unit Service (the “CMU”), each person (other than Euroclear and/or Clearstream and/or CMU Euroclear, Clearstream, DTC or the CMU) who is for the time being shown in the records of Euroclear Euroclear, Clearstream, DTC or Clearstream or the CMU as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear Euroclear, Clearstream, DTC or Clearstream or the CMU as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, Agents and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Trustee as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in the case of a registered Global Note, in or the registered holder thereof) of the relevant Global Certificate shall be treated by the Issuer, the Agents and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note or Global Certificate and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notwithstanding the above, if a Note (whether in global or definitive form) is held through the CMU, any payment that is made in respect of such Note shall be made to the person(s) for whose account(s) interests in such Note are credited as being held through the CMU in accordance with the CMU Rules at the relevant time as notified to the CMU Lodging and Paying Agent by the CMU in a relevant CMU Issue Position Report or any other relevant notification by the CMU (which notification, in either case, shall be conclusive evidence of the records of the CMU as to the identity of any accountholder and the principal amount of any Note credited to its account, save in the case of manifest error) (“CMU Accountholders”) and such payments shall discharge the obligation of the Issuer in respect of that payment under such Note. For so long as DTC or its nominee is the registered owner or holder of a Global Certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented such Global Certificate for all purposes under the Notes Trust Deed and the Agency Agreement and the Notes except to the extent that in accordance with DTC’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owners through participants. Notes which are represented by a Global Note or a Global Certificate will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream Clearstream, DTC or the CMU, as the case may be. References to Euroclear, Clearstream, DTC and/or the CMU shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement or as may otherwise be approved by the Issuer, the Agents and the Trustee.

Form, Denomination and Title. The Notes in this Series are may be in bearer form (“"Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes") or and/or in registered form (“"Registered Notes”") as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, will be serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified Denomination(s). Save as provided below in Conditions 4 and 12, Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. The minimum denomination of each Bearer Note with a maturity of not more than 183 days from the applicable Pricing Supplementdate of issue will be U.S.$500,000 or its equivalent in other Specified Currencies at the date of issue. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Indexed Interest Note (where payment in respect of interest is linked to an index and/or a formula), an Indexed Redemption Amount Note (where payment in respect of principal is linked to an index and/or a formula), a Linked Note (where payment in respect of principal and/or interest is linked to an underlying equity, bond, other security or such other asset as may be specified in the applicable Pricing Supplement (the "Underlying Securities")), a Dual Currency Note or an Index-Linked a Partly Paid Note or any appropriate combination of any of the foregoing, depending upon the Interest/Payment Basis specified shown in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or Note, a Dual Currency Note, a Partly Paid Note, an Indexed Interest Note (where payment with respect to principal may be made in and an alternative currency) Indexed Redemption Amount Note if, in each case, the applicable Pricing Supplement so indicates and and, in such case, the appropriate provisions of these Terms and Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons and (and, where appropriate, a Talonif applicable) Receipts and Talons attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), and Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Title to Registered Notes will pass upon registration of transfers in the books of the Registrar in New York City. Subject as set out below, the Issuer, the Guarantor, the TrusteeAgent, any Paying Agent, the Registrar, the Exchange Agent and any other Paying Transfer Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto and any person in whose name a Registered Note is registered as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a bearer global Note held by a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") or for so long as The Depository Trust Company ("DTC") or its nominee is the registered holder of a Registered Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU Clearstream, Luxembourg or, as the holder of case may be, DTC as entitled to a particular principal nominal amount of Notes (in which regard any certificate or other document issued by Euroclear Euroclear, Clearstream, Luxembourg or Clearstream or CMU DTC as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as deemed to be the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such Notes, for which purpose such common depositary or, as the right to which case may be, DTC or its nominee shall be vested, as against deemed to be the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer holder of the relevant Global Note (or, in the case such nominal amount of a registered Global Note, in the registered holder thereof) Notes in accordance with and subject to its the terms of the relevant global Note (and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream or CMUClearstream, Luxembourg and DTC, as the case may be. References herein to DTC, Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer, the Guarantor and the Agent and specified in the applicable Pricing Supplement.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form currency (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive Notes, serially numbered in the Specified Currency Currency) and in the denominations (the Specified Denominations(sDenomination(s)) specified in the applicable Pricing SupplementFinal Terms and definitive Notes will be serially numbered. This Note is is, to the extent specified in the applicable Final Terms, a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a Note linked to the underlying reference asset(s) (an Underlying Reference(s)) specified in the applicable Final Terms such as a Credit Linked Note, an Index Linked Note, an Equity Linked Note, an Inflation Linked Note, a Dual Currency Note or an Index-Linked Note, a Commodity Linked Note, a Fund Linked Note, a Bond Linked Note, a Rate Linked Note, a Future Linked Note or any appropriate combination of the foregoing, depending upon the Interest/Payment Basis specified in the applicable Pricing Supplementthereof. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Bearer Definitive Notes in definitive form are issued with Coupons (attached and, where appropriateif applicable, a Talon) attached, Talons attached unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note The Index Linked Notes, the principal Inflation Linked Notes, the Currency Linked Notes, the Commodity Linked Notes, the Fund Linked Notes, the Bond Linked Notes, Rate Linked Notes and the Future Linked Notes are Cash Settled Notes. In the case of any Equity Linked Notes or Credit Linked Notes the applicable Final Terms will specify whether the Notes are Cash Settled Notes or Physical Delivery Notes. Save as otherwise specified in the applicable Final Terms, Cash Settled Notes will be redeemed by the payment to the Noteholders of such amount as is specified in the applicable Final Terms and Physical Delivery Notes will be redeemed by the delivery of which is redeemable the Relevant Asset(s) specified in instalments is the applicable Final Terms. Such Relevant Asset(s) shall not contain any share of the Issuer or of any consolidated subsidiary of the Issuer. In addition, the Notes issued with one under the Programme are not exchangeable for or more Receipts attachedconvertible into shares within the meaning of Article 19 of Commission Delegated Regulation (EU) 2019/980, as amended. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes Notes, Coupons and the Receipts and Coupons appertaining thereto will pass by delivery. The IssuerIssuer and the Paying Agents, to the Guarantorextent permitted by applicable law, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Coupon or Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and/or Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms (including Euroclear France and the Intermédiaires financiers habilités authorised to maintain accounts therein (together, Euroclear France)) approved by the Issuer and the Agent.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form currency (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive Notes, serially numbered in the Specified Currency Currency) and in the denominations (the Specified Denominations(sDenomination(s)) specified in the applicable Pricing SupplementFinal Terms and definitive Notes will be serially numbered. This Note is is, to the extent specified in the applicable Final Terms, a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a Note linked to the underlying reference asset(s) (an Underlying Reference(s)) specified in the applicable Final Terms such as a Credit Linked Note, an Index Linked Note, an Equity Linked Note, an Inflation Linked Note, a Dual Currency Note or an Index-Linked Note, a Commodity Linked Note, a Fund Linked Note, a Bond Linked Note, a Rate Linked Note, a Future Linked Note or any appropriate combination of the foregoing, depending upon the Interest/Payment Basis specified in the applicable Pricing Supplementthereof. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Bearer Definitive Notes in definitive form are issued with Coupons (attached and, where appropriateif applicable, a Talon) attached, Talons attached unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note The Index Linked Notes, the principal Inflation Linked Notes, the Currency Linked Notes, the Commodity Linked Notes, the Fund Linked Notes, the Bond Linked Notes, the Rate Linked Notes and the Future Linked Notes are Cash Settled Notes. In the case of any Equity Linked Notes or Credit Linked Notes the applicable Final Terms will specify whether the Notes are Cash Settled Notes or Physical Delivery Notes. Save as otherwise specified in the applicable Final Terms, Cash Settled Notes will be redeemed by the payment to the Noteholders of such amount as is specified in the applicable Final Terms and Physical Delivery Notes will be redeemed by the delivery of which is redeemable the Relevant Asset(s) specified in instalments is the applicable Final Terms. Such Relevant Asset(s) shall not contain any share of the Issuer or of any consolidated subsidiary of the Issuer. In addition, the Notes issued with one under the Programme are not exchangeable for or more Receipts attachedconvertible into shares within the meaning of Article 19 of Commission Delegated Regulation (EU) 2019/980, as amended. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes Notes, Coupons and the Receipts and Coupons appertaining thereto will pass by delivery. The IssuerIssuer and the Paying Agents, to the Guarantorextent permitted by applicable law, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Coupon or Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and/or Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms (including Euroclear France and the Intermédiaires financiers habilités authorised to maintain accounts therein (together, Euroclear France)) approved by the Issuer and the Agent.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form currency (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive Notes, serially numbered in the Specified Currency Currency) and in the denominations (the Specified Denominations(sDenomination(s)) specified in the applicable Pricing SupplementFinal Terms and definitive Notes will be serially numbered. This Note is is, to the extent specified in the applicable Final Terms, a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a Note linked to the underlying reference asset(s) (an Underlying Reference(s)) specified in the applicable Final Terms such as a Credit Linked Note, an Index Linked Note, an Equity Linked Note, an Inflation Linked Note, a Dual Currency Note or an Index-Linked Note, a Commodity Linked Note, a Fund Linked Note, a Bond Linked Note, a Rate Linked Note or any appropriate combination of the foregoing, depending upon the Interest/Payment Basis specified in the applicable Pricing Supplementthereof. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Bearer Definitive Notes in definitive form are issued with Coupons (attached and, where appropriateif applicable, a Talon) attached, Talons attached unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note The Index Linked Notes, the principal Inflation Linked Notes, the Currency Linked Note, the Commodity Linked Notes, the Fund Linked Notes, the Bond Linked Notes and the Rate Linked Notes are Cash Settled Notes. In the case of any Equity Linked Notes or Credit Linked Notes the applicable Final Terms will specify whether the Notes are Cash Settled Notes or Physical Delivery Notes. Save as otherwise specified in the applicable Final Terms, Cash Settled Notes will be redeemed by the payment to the Noteholders of such amount of which as is redeemable specified in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons the applicable Final Terms and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Physical Subject as set out below, title to the Bearer Notes Notes, Coupons and the Receipts and Coupons appertaining thereto will pass by delivery. The IssuerIssuer and the Paying Agents, to the Guarantorextent permitted by applicable law, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Coupon or Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and/or Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms (including Euroclear France and the Intermédiaires financiers habilités authorised to maintain accounts therein (together, Euroclear France)) approved by the Issuer and the Agent.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing Supplementnumbered. This Note is a The Notes may be Fixed Rate NoteNotes, a Floating Rate NoteNotes, a CMS Linked Interest Notes, Fixed-Floating Rate Notes, Floating-Fixed Rate Notes or Zero Coupon Note, Notes or a Dual Currency Note or an Index-Linked Note or combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis shown in the relevant Final Terms. The Notes may also be senior preferred notes (“Senior Preferred Notes”), senior non- preferred notes (“Senior Non-Preferred Notes” and, together with the Senior Preferred Notes, the “Senior Notes”) or subordinated notes (“Subordinated Notes”), depending on the status of the Notes specified in the applicable Pricing Supplementrelevant Final Terms. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal The Notes are denominated in such currency as may be made specified in an alternative currencythe relevant Final Terms (the “Specified Currency”) ifand in the denomination or denominations specified in the relevant Final Terms (a “Specified Denomination”), provided that: (a) Senior Non-Preferred Notes will have a denomination of at least Euro 150,000; and (b) Subordinated Notes will have a denomination of at least Euro 200,000, or, in each case, where the applicable Pricing Supplement so indicates and Senior Non-Preferred Notes or the appropriate provisions Subordinated Notes, as applicable, are denominated in a Specified Currency other than Euro, the equivalent amount in such other Specified Currency. Notes of these Conditions will apply accordinglyone Specified Denomination may not be exchanged for Notes of another Specified Denomination. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, the Guarantor, Paying Agents and the Trustee, the Agent and any other Paying Agent may Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, Paying Agents and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Trustee as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (orshall be treated by the Issuer, in any Paying Agent and the case Trustee as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). In determining whether a particular person is entitled to a particular nominal amount of notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the relevant Final Terms or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Trustee.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing Supplementnumbered. This Note is a The Notes may be Fixed Rate NoteNotes, a Floating Rate NoteNotes, a CMS Linked Interest Notes, Fixed-Floating Rate Notes, Floating-Fixed Rate Notes or Zero Coupon Note, Notes or a Dual Currency Note or an Index-Linked Note or combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis shown in the relevant Final Terms. The Notes may also be senior preferred notes (“Senior Preferred Notes”), senior non- preferred notes (“Senior Non-Preferred Notes” and, together with the Senior Preferred Notes, the “Senior Notes”) or subordinated notes (“Subordinated Notes”), depending on the status of the Notes specified in the applicable Pricing Supplementrelevant Final Terms. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal The Notes are denominated in such currency as may be made specified in an alternative currencythe relevant Final Terms (the “Specified Currency”) ifand in the denomination or denominations specified in the relevant Final Terms (a “Specified Denomination”), provided that Senior Non-Preferred Notes will have a denomination of at least Euro 250,000 (or, where the Senior Non-Preferred Notes are denominated in each casea Specified Currency other than Euro, the applicable Pricing Supplement so indicates and the appropriate provisions equivalent amount in such other Specified Currency). Notes of these Conditions will apply accordinglyone Specified Denomination may not be exchanged for Notes of another Specified Denomination. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, the Guarantor, Paying Agents and the Trustee, the Agent and any other Paying Agent may Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, Paying Agents and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Trustee as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (orshall be treated by the Issuer, in any Paying Agent and the case Trustee as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). In determining whether a particular person is entitled to a particular nominal amount of notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the relevant Final Terms or as may otherwise be approved by the Issuer, the Issuing and Paying Agent and the Trustee.

Form, Denomination and Title. The Notes in this Series are issued in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in each case in the applicable Pricing Supplement andSpecified Denomination(s) shown hereon, provided that, in the case of Definitive Notes, serially numbered any Notes which are to be admitted to trading on a regulated market within the UK or the EEA or offered to the public in the UK or a Member State of the EEA in circumstances which require the publication of a Prospectus under the Prospectus Regulation, the minimum Specified Currency and Denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). All Registered Notes shall have the same Specified Denominations(s) specified in the applicable Pricing SupplementDenomination. This Note is may be a Fixed Rate Note, a Floating Rate Note, Note or a Zero Coupon Note, a Dual Currency Note or an Index-Linked Note combination of any of the foregoing or any combination other kind of the foregoingNote, depending upon the InterestInterest and Redemption/Payment Basis specified shown hereon. This Note may also be a Senior Note, or a Subordinated Note, as indicated in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyFinal Terms. Bearer Notes in definitive form are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Registered Notes are represented by a Global Note or registered certificates (“Certificates”) and, save as provided in definitive registered formCondition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. Except as set out below, title Title to the Bearer Notes and the Receipts Coupons and Coupons appertaining thereto will Talons shall pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement as described in Condition 4(b(the “Register”). For so long Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the Notes are represented by a Global Noterelated Certificate), each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any and no person shall be conclusive and binding liable for all purposes except in so treating the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, as the case may beholder.

Form, Denomination and Title. The Notes in of this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) Notes as specified in the applicable Pricing Supplement and, Final Terms and are in the case of Definitive Notes, serially numbered in currency (the Specified Currency Currency) and in the denominations (the Specified Denominations(sDenomination(s)) specified in the applicable Pricing SupplementFinal Terms. Definitive Notes of this Series (if issued) will be serially numbered and Bearer Notes may not be exchanged for Registered Notes and vice versa. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Dual Currency Note or an Index-Linked Note or any appropriate combination of the foregoing, thereof depending upon the InterestInterest Basis and the Redemption/Payment Basis specified in the applicable Pricing SupplementFinal Terms. It If this Note is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal definitive Bearer Note, it is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons for the payment of interest (Coupons) and, where appropriateif applicable, a TalonTalons for further Coupons (Talons) attached, unless they are it is a Zero Coupon Notes Note in which case references to interest (other than in relation to interest due after the Maturity Date), Date specified in the applicable Final Terms) and Coupons and Couponholders or Talons in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions Conditions, except in this paragraph, Condition 6 and Condition 8, to Receipts, Coupons and or Couponholders shall be deemed to include references to Talons do not apply to any Notes represented by a Global Note or in definitive registered formTalonholders. Except Subject as set out below, title to the definitive Bearer Notes and the Receipts and any Coupons appertaining thereto will pass by deliverydelivery and title to definitive Registered Notes will pass upon the registration of transfers in accordance with the provisions of the Agency Agreement. The Each Couponholder, whether or not the relevant Coupon is attached to a Bearer Note, in the holder’s capacity as such, shall be deemed to be subject to, and bound by, all the provisions contained in the relevant Note. Subject as set out below, the Issuer, the Guarantor, the Trustee, the any Paying Agent and any other Paying Transfer Agent may (to the fullest extent permitted by applicable laws) deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto and the registered holder of any Registered Note as the absolute owner thereof (whether or not such Note or Coupon is overdue and notwithstanding any notice of ownership ownership, trust or an interest in it or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b)below. For so long as any of the Notes are represented by a Global NoteNote held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU and/or Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent Issuer and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest payments on the Notes, the right to Notes for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global global Bearer Note (or, in the case of a registered Global Note, in or the registered holder thereof) of the relevant Registered Global Note shall be treated by the Issuer and any Paying Agent as the holder of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” terms Noteholder and “holder of Notes” Notes and related expressions shall be construed accordingly). Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, except in the preceding paragraph and in Condition 12, wherever the context so permits, be deemed to include a reference to any additional or alternative clearance system specified in Part B of the applicable Final Terms. Notes which are represented by a Global Note held on behalf of Euroclear and/or Clearstream, Luxembourg will only be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and/or Clearstream, Clearstream or CMULuxembourg, as the case may be.

Form, Denomination and Title. The Notes in this Series are issued in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in each case in the applicable Pricing Supplement and, Specified Denomination(s) shown in the Final Terms provided that in the case of Definitive any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a Prospectus under the Prospectus Directive, the minimum Specified Denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes, serially numbered in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing Supplement). This Each Note is one of a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Partly Paid Note or an Index-Linked Note a combination of any of the foregoing or any combination other kind of the foregoingNote, depending upon the InterestInterest and Redemption/Payment Basis specified shown in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyFinal Terms. Bearer Notes in definitive form are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is Instalment Notes are issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Registered Notes are represented by a Global Note registered certificates (Certificates) and, save as provided in Condition ‎2(c) (Exercise of Options or Partial Redemption in definitive registered formRespect of Registered Notes), each Certificate shall represent the entire holding of Registered Notes by the same holder. Except as set out below, title Title to the Bearer Notes and the Receipts Receipts, Coupons and Coupons appertaining thereto will Talons shall pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which that the Issuer Issuers shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement as described in Condition 4(b(the Register). For so long Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the Notes are represented by a Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any related Certificate) and no person shall be conclusive and binding liable for all purposes except in so treating the case of manifest error) shall be treated by the Issuerholder. In these Conditions, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in Noteholder means the bearer of the relevant Global any Bearer Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by Receipts relating to it or the person in whose name a Global Registered Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, is registered (as the case may be), holder (in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them in the Final Terms, the absence of any such meaning indicating that such term is not applicable to the Notes.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are Unless otherwise agreed by the relevant Issuer and Dealer(s) and specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or Supplement, the Notes are in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of bearer form. Definitive Notes, if any, are serially numbered numbered, in the Specified Currency and in the Specified Denominations(sDenomination(s) specified as indicated in the applicable Pricing Supplement. This Note is a Fixed Note bearing interest on a fixed rate basis (a “Fixed-Rate Note”), a Floating Note bearing interest on a floating rate basis (a “Floating-Rate Note”), a Note issued on a non-interest bearing basis (a “Zero Coupon Note, ”) or a Note upon which payment of principal or interest may be in one or more currencies (a “Dual Currency Note Note”) or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Basis specified in the applicable Pricing Supplement. It is also a Note issued on a partly paid basis (a “Partly Paid Note”), a Note and/or upon which payments are based on an Index-Linked amortization table (the “Amortization Table”) (an “Amortizing Note”), a Note which is redeemable in installments (where payment with respect to principal is linked to an Index and/or formula“Installment Note”) and/or a Dual Currency Note upon which payment of principal (where payment with respect an “Indexed Redemption Amount Note”) or interest (an “Interest Indexed Note”) is determined by reference to principal may be made in the price or performance, either directly or indirectly, of one or more securities, currencies or composite currencies, commodities, interest rates, stock indices or other indices or formulae (each, an alternative currency“Indexed Note”) if, in each case, the applicable Pricing Supplement so indicates and the indicates. The Corporation may issue a Fixed-Rate Note or a Floating-Rate Note that is an InterNote. The appropriate provisions of these Terms and Conditions will apply accordingly. Bearer With respect to credit-linked Indexed Notes, unless otherwise specified in the applicable Pricing Supplement, the definitions and provisions in the 1999 ISDA Credit Derivatives Definitions, as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), and as amended, updated or replaced as at the Issue Date of the first Tranche of the Notes of the relevant Series, are incorporated into these Terms and Conditions. A “credit-linked Indexed Note” is a Note for which principal, interest, if any, or other amounts, if any, may be based on the change in value of one or more debt obligations, or basket of debt obligations, if one or more of certain events relating to the creditworthiness of the issuer or issuers (which do not include the Issuers) of such debt obligations occurs before the scheduled Maturity Date. This Note is a Senior Note (as defined herein) or a Subordinated Note (as defined herein), as specified in the applicable Pricing Supplement. Notes in definitive form form, issued only in certain limited circumstances, are to be issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out forth below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The relevant Issuer, the Guarantor, Replacement Agent (as defined in the Trustee, the Agent Amended and Restated Agency Agreement) and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so So long as any of the Notes are represented by a Global NoteNote held on behalf of Euroclear and/or Clearstream, Luxembourg, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to on the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the relevant Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Issuing and Principal Paying Agent and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than purposes, except with respect to the payment of principal principal, interest or interest other amounts on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (orshall be treated by the relevant Issuer, in the case Issuing and Principal Paying Agent and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms of the relevant Global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMU, Luxembourg as the case may be. The relevant Issuer will issue Notes in such denominations as may be agreed upon and as indicated in the applicable Pricing Supplement. However, the minimum denomination permitted for each Note will be such as may be allowed or required by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Specified Currency. Unless otherwise specified in the applicable Pricing Supplement, the Notes issued by the Bank must have a minimum denomination of $250,000 or its equivalent in other currencies. Unless permitted by then current laws and regulations, any Notes issued by the Corporation (including Notes issued by the Corporation denominated in Sterling) in respect of which the issue proceeds are to be accepted by the Corporation in the United Kingdom and which have a maturity of less than one year from the date of issue, shall (a) be issued to a limited class of professional investors, (b) have a redemption value of not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than Sterling) and (c) provide that no part of any such Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount in other currencies).

Form, Denomination and Title. The Notes in this Series are issued in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the each case of Definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(sDenomination(s) specified in the applicable Pricing Supplementshown hereon. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note (together with an Index Linked Interest Note, an “Index Linked Note”), an Instalment Note, a Dual Currency Note or an Index-Linked Note a Partly Paid Note, a combination of any of the foregoing or any combination other kind of the foregoingNote, depending upon the InterestInterest Basis and Redemption/Payment Basis specified in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyshown hereon. Bearer Notes in definitive form are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is Instalment Notes are issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Registered Notes are represented by a Global Note or registered certificates (“Certificates”) and, save as provided in definitive registered formCondition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. Except as set out below, title Title to the Bearer Notes and the Receipts Receipts, Coupons and Coupons appertaining thereto will Talons shall pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Fiscal Agency Agreement as described in Condition 4(b(the “Register”). For so long Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the Notes are represented by a Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any related Certificate) and no person shall be conclusive and binding liable for all purposes except in so treating the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, as the case may beholder.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified in the applicable Pricing SupplementDenomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending on the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and Supplement. This Note is a Senior Note or a Dated Subordinated Note, as indicated in the appropriate provisions of these Conditions will apply accordinglyapplicable Pricing Supplement. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Notes which have a maturity at issue of 183 days or less must have a minimum denomination of not less than U.S.$500,000 (determined by reference to the principal amount spot rate on the date of which is redeemable issuance if not denominated in instalments is issued with one or more Receipts attachedU.S.$). References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuer, the Guarantor, the Trustee, Paying Agents and the Agent and any other Paying Agent may Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear“) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg“), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, Trustee and the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the right to which bearer of the relevant Global Note shall be vested, as against treated by the Issuer, the Guarantor, the Trustee, the Agent Trustee and any other Paying Agent solely in as the bearer holder of the relevant Global Note (or, in the case such nominal amount of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “Noteholder” “ and “holder of Notes” “ and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement or as may otherwise be approved, by the Issuer, the Agent and the Trustee.

Form, Denomination and Title. The Where the relevant Issuer is not Anheuser-Xxxxx InBev, the Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. The Notes issued by Anheuser-Xxxxx InBev are in dematerialised book-entry form within the applicable Pricing Supplementmeaning of Article 468 of the Belgian Companies Code. Noteholders of Dematerialised Notes will not be entitled to exchange Notes into bearer or registered Notes. This Note is may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing SupplementFinal Terms. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and Final Terms. Anheuser-Xxxxx InBev shall not issue Index Linked Interest Notes or Index Linked Redemption Notes to the appropriate provisions of these Conditions will apply accordinglyextent that such Notes may not be cleared through the X/N Clearing System. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out belowbelow (and other than where the relevant Issuer is Anheuser-Xxxxx InBev), title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The relevant Issuer, the GuarantorGuarantors and the Paying Agents, as the Trusteecase may be, the Agent and any other Paying Agent may will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b)below. For so long as any of the Notes are issued by an Issuer other than Anheuser-Xxxxx InBev is represented by a Global NoteNote held on behalf of Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and/or Clearstream Banking, soci´et´e anonyme (‘‘Clearstream, Luxembourg’’), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the relevant Issuer, the GuarantorGuarantors and the Paying Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the relevant Issuer, the Trustee, the Registrar, the Transfer Agent, the Agent Guarantors and any other Paying Agent as the holder of such principal nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note, and the expressions ‘‘Noteholder’’ and ‘‘holder of Notes’’ and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. Title to Dematerialised Notes issued by Anheuser-Xxxxx InBev will be evidenced in accordance with Article 468 of the Belgian Companies Code by entries in securities accounts maintained with the X/N Clearing System itself or participants or sub-participants in such system approved by the Belgian Minister of Finance. The X/N Clearing System maintains securities accounts in the name of authorised participants only. Such participants include Euroclear and Clearstream, Luxembourg. Noteholders, unless they are participants, will not hold Notes directly with the operator of the X/N Clearing System but will hold them in a securities account through a financial institution which is a participant in the X/N Clearing System or which holds them through another financial institution which is such a participant. In the case of Dematerialised Notes issued by Anheuser-Xxxxx InBev, the operator of the X/N Clearing System will credit the securities account of the Domiciliary Agent with the aggregate nominal amount of Notes. Such Domiciliary Agent will credit each subscriber which is a participant in the X/N Clearing System and each other subscriber which has a securities account with such Domiciliary Agent, with a nominal amount of Notes equal to a nominal amount of Notes to which such participant or such securities account holders have subscribed and paid for (both acting on their own behalf or as agent for other subscribers). Any participant in respect of its sub-participants and its account holders and any sub-participant in respect of its account holders will, upon such Notes being credited as aforesaid, credit the securities accounts of such account holder or sub-participant, as the case may be. Each person who is for the time being shown in the records of a participant, a sub-participant or the operator of the X/N Clearing System as the holder of a particular nominal amount of such Notes (in which regard any certificate or other documents issued by a participant, sub-participant or the operator of the X/N Clearing System as to the nominal amount of such Notes standing to the account of such person shall be conclusive and binding for all purposes, save in the case of manifest error) shall be treated by Anheuser-Xxxxx InBev and the Domiciliary Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against paid through the Issuer, the Guarantor, the Trustee, the Domiciliary Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) X/N Clearing System in accordance with and subject to its terms (the rules of the X/N Clearing System, and the expressions “‘‘Noteholder” ’’ and “‘‘holder of Notes” ’’ and related expressions shall be construed accordingly). Notes which are represented issued by a Global Note Anheuser-Xxxxx InBev will be transferable only in accordance with the rules and procedures for the time being of Euroclearthe X/N Clearing System. References to Euroclear and/or Clearstream, Clearstream Luxembourg and/or the X/N Clearing System shall, whenever the context so permits, be deemed to include a reference to any additional or CMU, as alternative clearing system specified in the case may beapplicable Final Terms.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form currency (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive Notes, serially numbered in the Specified Currency Currency) and in the denominations (the Specified Denominations(sDenomination(s)) specified in the applicable Pricing SupplementFinal Terms and definitive Notes will be serially numbered. This Note is is, to the extent specified in the applicable Final Terms, a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a Note linked to the underlying reference asset(s) (an Underlying Reference(s)) specified in the applicable Final Terms such as a Credit Linked Note, an Index Linked Note, an Equity Linked Note, an Inflation Linked Note, a Dual Currency Note or an Index-Linked Note, a Commodity Linked Note, a Fund Linked Note, a Bond Linked Note, a Rate Linked Note, a Future Linked Note or any appropriate combination of the foregoing, depending upon the Interest/Payment Basis specified in the applicable Pricing Supplementthereof. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Bearer Definitive Notes in definitive form are issued with Coupons (attached and, where appropriateif applicable, a Talon) attached, Talons attached unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note The Index Linked Notes, the principal Inflation Linked Notes, the Currency Linked Note, the Commodity Linked Notes, the Fund Linked Notes, the Bond Linked Notes, Rate Linked Notes and the Future Linked Notes are Cash Settled Notes. In the case of any Equity Linked Notes or Credit Linked Notes the applicable Final Terms will specify whether the Notes are Cash Settled Notes or Physical Delivery Notes. Save as otherwise specified in the applicable Final Terms, Cash Settled Notes will be redeemed by the payment to the Noteholders of such amount as is specified in the applicable Final Terms and Physical Delivery Notes will be redeemed by the delivery of which is redeemable the Relevant Asset(s) specified in instalments is the applicable Final Terms. Such Relevant Asset(s) shall not contain any share of the Issuer or of any consolidated subsidiary of the Issuer. In addition, the Notes issued with one under the Programme are not exchangeable for or more Receipts attachedconvertible into shares within the meaning of Article 19 of Commission Delegated Regulation (EU) 2019/980, as amended. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes Notes, Coupons and the Receipts and Coupons appertaining thereto will pass by delivery. The IssuerIssuer and the Paying Agents, to the Guarantorextent permitted by applicable law, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Coupon or Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and/or Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms (including Euroclear France and the Intermédiaires financiers habilités authorised to maintain accounts therein (together, Euroclear France)) approved by the Issuer and the Agent.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form currency (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive Notes, serially numbered in the Specified Currency Currency) and in the denominations (the Specified Denominations(sDenomination(s)) specified in the applicable Pricing SupplementFinal Terms and definitive Notes will be serially numbered. This Note is is, to the extent specified in the applicable Final Terms, a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a Note linked to the underlying reference asset(s) (an Underlying Reference(s)) specified in the applicable Final Terms such as a Credit Linked Note, an Index Linked Note, an Equity Linked Note, an Inflation Linked Note, a Dual Currency Note or an Index-Linked Note, a Commodity Linked Note, a Fund Linked Note, a Bond Linked Note, a Rate Linked Note or any appropriate combination of the foregoing, depending upon the Interest/Payment Basis specified in the applicable Pricing Supplementthereof. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordingly. Bearer Definitive Notes in definitive form are issued with Coupons (attached and, where appropriateif applicable, a Talon) attached, Talons attached unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note The Index Linked Notes, the principal Inflation Linked Notes, the Currency Linked Note, the Commodity Linked Notes, the Fund Linked Notes, the Bond Linked Notes and the Rate Linked Notes are Cash Settled Notes. In the case of any Equity Linked Notes or Credit Linked Notes the applicable Final Terms will specify whether the Notes are Cash Settled Notes or Physical Delivery Notes. Save as otherwise specified in the applicable Final Terms, Cash Settled Notes will be redeemed by the payment to the Noteholders of such amount as is specified in the applicable Final Terms and Physical Delivery Notes will be redeemed by the delivery of which is redeemable the Relevant Asset(s) specified in instalments is the applicable Final Terms. Such Relevant Asset(s) shall not contain any share of the Issuer or of any consolidated subsidiary of the Issuer. In addition, the Notes issued with one under the Programme are not exchangeable for or more Receipts attachedconvertible into shares within the meaning of Article 19 of Commission Delegated Regulation (EU) 2019/980, as amended. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes Notes, Coupons and the Receipts and Coupons appertaining thereto will pass by delivery. The IssuerIssuer and the Paying Agents, to the Guarantorextent permitted by applicable law, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Coupon or Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global NoteNote held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, Issuer and the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (or, in shall be treated by the case Issuer and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and/or Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms (including Euroclear France and the Intermédiaires financiers habilités authorised to maintain accounts therein (together, Euroclear France)) approved by the Issuer and the Agent.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered in the Specified Currency (or Currencies in the case of Dual Currency Notes) and in the Specified Denominations(sDenomination(s) specified in the applicable Pricing Supplement. This Note is may be a Note bearing interest on a fixed rate basis ("Fixed Rate Note"), a Note bearing interest on a floating rate basis ("Floating Rate Note"), a Note issued on a non-interest bearing basis ("Zero Coupon Note"), a Dual Currency Note or with respect to which interest is calculated by reference to an Index-index and/or a formula ("Index Linked Note Interest Note") or any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified in the applicable Pricing Supplement. It is also This Note may be a Partly Paid Note and/or an Index-Linked Note (where payment with respect to which principal is linked calculated by reference to an Index and/or formula) index and/or a Dual Currency formula ("Index Linked Redemption Note"), a Note redeemable in installments (where payment "Installment Note"), a Note with respect to which principal may be made and/or interest is payable in an alternative currencyone or more Specified Currencies other than the Specified Currency in which it is denominated ("Dual Currency Note"), a Note which is issued on a partly paid basis ("Partly Paid Note") ifor a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in each case, the applicable Pricing Supplement so indicates Supplement. (Where appropriate in the context, "Index Linked Interest Notes" and the "Index Linked Redemption Notes" are referred to collectively as "Index Linked Notes".) The appropriate provisions of these Terms and Conditions will apply accordingly. Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note Wherever Dual Currency Notes or Index Linked Notes are issued to bear interest on a fixed or floating rate basis or on a non-interest bearing basis, the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References provisions in these Terms and Conditions relating to ReceiptsFixed Rate Notes, Coupons Floating Rate Notes and Talons do not Zero Coupon Notes, respectively, shall, where the context so admits, apply to any such Dual Currency Notes represented by a Global Note or in definitive registered formIndex Linked Notes. Except as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The Issuerholder of each Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note, in his capacity as such, shall be subject to and bound by all the Guarantor, provisions contained in the Trustee, the Agent relevant Note. TMCC and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice to the contrary, including any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are represented by a Global global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal thx xxxxxx xx x xxxxxxxxxx xxxncipal amount of Notes other than a clearing agency (including Clearstream, Luxembourg and Euroclear) that is itself an account holder of Clearstream, Luxembourg or Euroclear (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer AgentTMCC, the Agent and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal (including premium (if any)) or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the TrusteeTMCC, the Agent and any other Paying Agent solely in the bearer of the relevant Global global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “"Noteholder” " and “"holder of Notes” " and related expressions shall be construed accordingly). Notes which are represented by a Global global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearance system approved by TMCC and the Agent. If the Specified Currency of this Note is a currency of one of the member states of the European Union which has not adopted the euro, and if specified in the applicable Pricing Supplement, this Note shall permit redenomination and exchange (as referenced in Condition 17 below or in such other manner as set forth in the applicable Pricing Supplement) at the option of TMCC.

Form, Denomination and Title. The Where the relevant Issuer is not Anheuser-Xxxxx InBev, the Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in the Specified Denominations(s) specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. The Notes issued by Anheuser-Xxxxx InBev are in dematerialised book-entry form within the applicable Pricing Supplementmeaning of Article 468 of the Belgian Companies Code. Noteholders of Dematerialised Notes will not be entitled to exchange Notes into bearer or registered Notes. This Note is may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing SupplementFinal Terms. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and Final Terms. Anheuser-Xxxxx InBev shall not issue Index Linked Interest Notes or Index Linked Redemption Notes to the appropriate provisions of these Conditions will apply accordinglyextent that such Notes may not be cleared through the X/N Clearing System. Bearer Definitive Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these the Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out belowbelow (and other than where the relevant Issuer is Anheuser-Xxxxx InBev), title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The relevant Issuer, the GuarantorGuarantors and the Paying Agents, as the Trusteecase may be, the Agent and any other Paying Agent may will (except as otherwise required by law) deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b)below. For so long as any of the Notes are issued by an Issuer other than Anheuser-Xxxxx InBev is represented by a Global NoteNote held on behalf of Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and/or Clearstream Banking, soci´et´e anonyme (‘‘Clearstream, Luxembourg’’), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU of Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the relevant Issuer, the Guarantor, Guarantors and the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent Agents as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global Note (orshall be treated by the relevant Issuer, in the case Guarantors and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such nominal amount of such Notes in accordance with and subject to its the terms (of the relevant Global Note, and the expressions “‘‘Noteholder” ’’ and “‘‘holder of Notes” ’’ and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear and Clearstream, Clearstream or CMULuxembourg, as the case may be. Title to Dematerialised Notes issued by Anheuser-Xxxxx InBev will be evidenced in accordance with Article 468 of the Belgian Companies Code by entries in securities accounts maintained with the X/N Clearing System itself or participants or sub-participants in such system approved by the Belgian Minister of Finance. The X/N Clearing System maintains securities accounts in the name of authorised participants only. Such participants include Euroclear and Clearstream, Luxembourg. Noteholders, unless they are participants, will not hold Notes directly with the operator of the X/N Clearing System but will hold them in a securities account through a financial institution which is a participant in the X/N Clearing System or which holds them through another financial institution which is such a participant. In the case of Dematerialised Notes issued by Anheuser-Xxxxx InBev, the operator of the X/N Clearing System will credit the securities account of the Domiciliary Agent with the aggregate nominal amount of Notes. Such Domiciliary Agent will credit each subscriber which is a participant in the X/N Clearing System and each other subscriber which has a securities account with such Domiciliary Agent, with a nominal amount of Notes equal to a nominal amount of Notes to which such participant or such securities account holders have subscribed and paid for (both acting on their own behalf or as agent for other subscribers). Any participant in respect of its sub-participants and its account holders and any sub-participant in respect of its account holders will, upon such Notes being credited as aforesaid, credit the securities accounts of such account holder or sub-participant, as the case may be. Each person who is for the time being shown in the records of a participant, a sub-participant or the operator of the X/N Clearing System as the holder of a particular nominal amount of such Notes (in which regard any certificate or other documents issued by a participant, sub-participant or the operator of the X/N Clearing System as to the nominal amount of such Notes standing to the account of such person shall be conclusive and binding for all purposes, save in the case of manifest error) shall be treated by Anheuser-Xxxxx InBev and the Domiciliary Agent as the holder of such nominal amount of such Notes for all purposes other than (i) with respect to the payment of principal or interest on the Notes, which shall be paid through the Domiciliary Agent and the X/N Clearing System in accordance with the rules of the X/N Clearing System, and (ii) with respect to the delivery of any notice to be given by a Noteholder in respect of the Notes pursuant to these Conditions, which notice must be given in accordance with the standard procedures of the X/N Clearing System and may only be given by a participant in the X/N Clearing System (whether acting on its own behalf or on behalf of other subscribers holding through such participant) in respect of the relevant Notes held by or through it, and the expressions ‘‘Noteholder’’ and ‘‘holder of Notes’’ and related expressions shall be construed accordingly. Notes issued by Anheuser-Xxxxx InBev will be transferable only in accordance with the rules and procedures for the time being of the X/N Clearing System. References to Euroclear and/or Clearstream, Luxembourg and/or the X/N Clearing System shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

Form, Denomination and Title. The Notes in this Series are in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and, in the case of Definitive definitive Notes, serially numbered numbered, in the Specified Currency and in Currency, the Specified Denominations(sDenomination(s) specified and the Specified Form(s). This Note is a Senior Note or a Subordinated Note, as indicated in the applicable Pricing Supplement. This Note is may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or an Index-Linked Note or a combination of any combination of the foregoing, depending upon the Interest/Payment Interest Basis specified shown in the applicable Pricing Supplement. It is also This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or or a Dual Currency Note (where payment with respect to principal may be made combination of any of the foregoing, depending on the Redemption/Payment Basis shown in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglySupplement. Bearer Notes in definitive form are issued with Coupons (and, where appropriate, a Talon) attached, unless they are Zero Coupon Notes in which case references to interest (other than interest due after the Maturity Date), Coupons and Couponholders in these Terms and Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Notes represented by a Global Note or in definitive registered form. Except Subject as set out below, title to the Bearer Notes and the Notes, Receipts and Coupons appertaining thereto will pass by delivery. The IssuerFor Notes held through NECIGEF deliveries will be made in accordance with the Dutch Securities Giro Transfer Act (‘Wet giraal effectenverkeer’). Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Guarantor, the TrusteeIssuer, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Note, Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall pass by transfer and registration in the register which the Issuer shall procure to be kept by the Registrar in accordance with the Agency Agreement as described in Condition 4(b). For so long as any of the Notes are is represented by a Global Noteglobal Note held on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘Euroclear’) and/or Clearstream Banking, société anonyme (‘Clearstream, Luxembourg’), each person (other than Euroclear and/or Clearstream and/or CMU or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream or CMU Clearstream, Luxembourg as the holder of a particular principal nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU Clearstream, Luxembourg as to the principal nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent Guarantor and any other Paying Agent as the holder of such principal nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to for which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in purpose the bearer of the relevant Global global Note (orshall be treated by the Issuer, in the case Guarantor and any Paying Agent as the holder of a registered Global Note, in the registered holder thereof) such Notes in accordance with and subject to its the terms of the relevant global Note (and the expressions “‘Noteholder” ’ and “‘holder of Notes” ’ and related expressions shall be construed accordingly). Notes which are represented by a Global global Note held by a common depositary for Euroclear or Clearstream, Luxembourg will be transferable only in accordance with the rules and procedures for the time being of EuroclearEuroclear or of Clearstream, Clearstream or CMULuxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement but shall not include NECIGEF. In case of Notes represented by a permanent global Note deposited with NECIGEF, the right of Noteholders to request delivery (‘uitlevering’) of these Notes under the Dutch Securities Giro Transfer Act (‘Wet giraal effectenverkeer’) shall be excluded.

Form, Denomination and Title. The Notes in this Series are issued in bearer form (“Bearer Notes”, which expression includes Notes which are specified in the applicable Pricing Supplement to be Exchangeable Bearer Notes) or in registered form (“Registered Notes”) as specified in the applicable Pricing Supplement and), in the each case of Definitive Notes, serially numbered in the Specified Currency and in the Specified Denominations(s) specified in Denomination(s). All Registered Notes shall have the applicable Pricing Supplementsame Specified Denomination. This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or an Index-Linked Note a Partly Paid Note, a combination of any of the foregoing or any combination other relevant type of the foregoingNote, depending upon the InterestInterest Basis or Redemption/Payment Basis specified shown in the applicable Pricing Supplement. It is also a Partly Paid Note and/or an Index-Linked Note (where payment with respect to principal is linked to an Index and/or formula) and/or a Dual Currency Note (where payment with respect to principal may be made in an alternative currency) if, in each case, the applicable Pricing Supplement so indicates and the appropriate provisions of these Conditions will apply accordinglyFinal Terms. Bearer Notes in definitive form are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, unless they are save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Couponholders Talons in these Conditions are not applicable. Any Bearer Note the principal amount of which is redeemable in instalments is Instalment Notes are issued with one or more Receipts attached. References in these Conditions to Receipts, Coupons and Talons do not apply to any Registered Notes are represented by a Global Note or registered certificates (“Certificates”) and, save as provided in definitive registered formCondition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder. Except as set out below, title Title to the Bearer Notes and the Receipts Receipts, Coupons and Coupons appertaining thereto will Talons shall pass by delivery. The Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Bearer Note and any Receipt or Coupon appertaining thereto as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. Title to the Registered Notes shall shall, subject to mandatory rules of law, pass by transfer and registration in the register which that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement as described in Condition 4(b(the “Register”). For so long Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Certificate, Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the Notes are represented by a Global Note, each person other than Euroclear and/or Clearstream and/or CMU who is for the time being shown in the records of Euroclear or Clearstream or CMU as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream or CMU as to the principal amount of such Notes standing to the account of any related Certificate) and no person shall be conclusive and binding liable for all purposes except in so treating the case of manifest error) shall be treated by the Issuer, the Guarantor, the Trustee, the Registrar, the Transfer Agent, the Agent and any other Paying Agent as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be vested, as against the Issuer, the Guarantor, the Trustee, the Agent and any other Paying Agent solely in the bearer of the relevant Global Note (or, in the case of a registered Global Note, in the registered holder thereof) in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with rules and procedures for the time being of Euroclear, Clearstream or CMU, as the case may beholder.