Common use of Governing Law and Submission to Jurisdiction Clause in Contracts

Governing Law and Submission to Jurisdiction. 26.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 32.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the 32.2 The courts of England are to have exclusive jurisdiction to settle any disputes which may arise of out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, legal action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (Proceedings) (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim courts whether on the ground of venue or on the ground that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in forum. This submission is made for the English courts benefit of each of the Paying Agents and, to the extent allowed by applicable law, shall be conclusive and binding upon TMCC and may be enforced in not limit the courts right of any other jurisdiction. Nothing contained in this Section 26 shall limit any right of them to take Proceedings against TMCC in any other court of competent jurisdiction, jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, jurisdiction (whether concurrently or not). TMCC hereby The Issuer and the Guarantor irrevocably appoints Toyota Financial Services Equinor UK Limited (UK) PLC whose offices are at the date of Great Burghthis Agreement at Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx, XxxxxXxxxxxxxxx Xxxxxxx, Xxxxxx XX00 X0 0XX, Xxxxxxx ) as its their authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for service of process, and agrees thatthe Issuer and/or the Guarantor, in as the event case may be, shall forthwith, on request of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in Englandthe Agent, it will appoint another person as its a new agent for service of process in England and deliver to the Agent a copy of the new agent's acceptance of that appointment within 30 days. Nothing in respect of this Agreement shall affect the right to serve process in any Proceedingsother manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 10.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Calculation Agent that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 10.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 10.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 10.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxElemental Process Agent Limited at its registered office at 00 Xxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Elemental Process Agent Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings.. Nothing in this clause 10 shall affect the right to serve process in any other manner permitted by law. OP MORTGAGE BANK [CALCULATION AGENT] Contact Details THE BANK OF NEW YORK MELLON, LONDON BRANCH NGN [Yes/No] Annotation by Calculation Agent/Issuer

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 30.2 The Issuer submits to exclusive jurisdiction of the courts of England and irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 30.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing . 30.4 To the extent allowed by law, nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 30.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great BurghXxxxx Xxxxxx LLP at its registered office at Xxx Xxxxxxx Xxxxxx, Xxxxx XxxxxXxxxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Xxxxx Xxxxxx LLP ceasing so to act or ceasing to be registered in Englandact, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 30 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 29.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be and construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar29.2 Subject to subclause 29.4 below, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the English courts of England are to have exclusive jurisdiction to settle any disputes which may arise dispute arising out of or in connection with this Agreement (Agreement, including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including a Dispute) and all Disputes will be submitted to the exclusive jurisdiction of the English courts.. 29.3 For the purposes of this clause 29, the Issuer submits to the jurisdiction of the English courts and each of the Issuer and any Proceedings relating Paying Agent taking proceedings in relation to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably Dispute waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute. 29.4 This subclause 29.4 is for the benefit of the Paying Agents only. To the extent allowed by law, the Paying Agents may, in the courts respect of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to Dispute or Disputes, take Proceedings against TMCC (i) proceedings in any other court of competent with jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings ; and (ii) concurrent proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby number of jurisdictions. 29.5 The Issuer irrevocably appoints Toyota Financial Law Debenture Corporate Services (UK) PLC of Great Burgh, Limited at its registered office at Xxxxx Xxxxx, Xxxxx000 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of Toyota Financial Law Debenture Corporate Services (UK) PLC ceasing so Limited being unable or unwilling for any reason to act or ceasing to be registered in England, it will immediately appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any ProceedingsDispute. Nothing in this clause 29 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 10.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Calculation Agent that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 10.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing . 10.4 To the extent allowed by law, nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 10.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great BurghXxxxx Xxxxxx LLP at its registered office at Xxx Xxxxxxx Xxxxxx, Xxxxx XxxxxXxxxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Xxxxx Xxxxxx LLP ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings. Nothing in this clause 10 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 20.12.1 This Agreement TSA shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of any non-contractual obligations law other than the laws of the State of New York. 20.12.2 EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION WITH THIS TSA OR THE SERVICES CONTEMPLATED BY THIS TSA. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS TSA AND THE SERVICES CONTEMPLATED BY THIS TSA, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20.12.2. 20.12.3 With respect to any Action relating to or arising out of or in connection with this Agreement shall be governed byTSA, subject to the provisions of Section 11, each Party to this TSA irrevocably (a) consents and construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for submits to the exclusive benefit jurisdiction of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle the State of New York and any disputes which may arise out court of or the United States located in connection with this Agreement the Borough of Manhattan in New York City; (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”b) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it such Party may have at any time to the laying of the venue of any such Proceedings Action brought in any such court and court, waives any claim that any such Proceedings have Action has been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in waives the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC object, with respect to such Action, that such court does not have jurisdiction over such party; and (c) consents to the service of process at the address set forth for notices in any other court Section 20.7 herein; provided, however, that such manner of competent jurisdiction, nor service of process shall the taking of Proceedings in one or more jurisdictions not preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedingsother manner permitted under Regulation.

Governing Law and Submission to Jurisdiction. 26.1 29.1 This Agreement and any non-non contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be and construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar29.2 Subject to subclause 29.4 below, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the English courts of England are to have exclusive jurisdiction to settle any disputes which may arise dispute arising out of or in connection with this Agreement (Agreement, including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-non contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including a Dispute) and all Disputes will be submitted to the exclusive jurisdiction of the English courts.. 29.3 For the purposes of this clause 29, the Issuer submits to the jurisdiction of the English courts and each of the Issuer and any Proceedings relating Paying Agent taking proceedings in relation to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably Dispute waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute. 29.4 This subclause 29.4 is for the benefit of the Paying Agents only. To the extent allowed by law, the Paying Agents may, in the courts respect of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to Dispute or Disputes, take Proceedings against TMCC (i) proceedings in any other court of competent with jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings ; and (ii) concurrent proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby number of jurisdictions. 29.5 The Issuer irrevocably appoints Toyota Financial Law Debenture Corporate Services (UK) PLC of Great Burgh, Limited at its registered office at Xxxxx Xxxxx, Xxxxx000 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of Toyota Financial Law Debenture Corporate Services (UK) PLC ceasing so Limited being unable or unwilling for any reason to act or ceasing to be registered in England, it will immediately appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any ProceedingsDispute. Nothing in this clause 29 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 ‎26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 32.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement it shall be governed by, by and construed in accordance with, with the laws of England. 26.2 TMCC hereby 32.2 Each of the Issuers and the Guarantor irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 32.3 Each of the Issuers and the Guarantor irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing . 32.4 To the extent allowed by law, nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC any of the Issuers or the Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 32.5 Each of the Issuers and the Guarantor appoints Toyota Financial Services (UK) PLC of Great BurghASSA ABLOY Limited at its registered office at Xxxxxx Xxxxxx, Xxxxx XxxxxXxxxxxxxxx, XxxxxXxxx Xxxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC ASSA ABLOY Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 29.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 29.2 The Paying Agents hereby irrevocably agreesagree, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents Issuer and the Relevant Account HoldersTrustee, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 29.3 Each Paying Agent irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 29.4 Nothing contained in this Section 26 Clause 29 shall limit any right to take Proceedings against TMCC any of the Paying Agents in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC . 29.5 Each of the Paying Agents hereby appoints Toyota Financial Services (UK) PLC the Agent at its place of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent business for service of process, and agrees that, the time being in the event of Toyota Financial Services (UK) PLC ceasing so England to act or ceasing to be registered in England, it will appoint another person as its agent for accept service of process on its behalf, which appointments the Agent hereby acknowledges and accepts. Nothing herein shall affect the right to serve process in England in respect of any Proceedingsother manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 29.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 29.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 29.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 29.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 29.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxElemental Process Agent Limited at its registered office at 00 Xxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Elemental Process Agent Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 29 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 28.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees28.2 Subject to clause 28.3, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-non- contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby Each of the parties to this Agreement irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. 28.3 This clause 28.3 is for the benefit of the Agent and each Paying Agent. Nothing contained in this Section 26 shall limit any right to To the extent allowed by law, the Agent and/or each Paying Agent may take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall jurisdiction and the taking of Proceedings in one or more jurisdictions shall not preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 28.4 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxxxxx Chance Secretaries Limited at its registered office at 00 Xxxxx Xxxxx, XxxxxXxxx Xxxxxx, Xxxxxx XX00 0XX, Xxxxxxx X00 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Xxxxxxxx Chance Secretaries Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 28 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 This 28.1 The provisions of this Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby 28.2 Subject to subclause 28.4 below, the Issuer and each Guarantor irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Trustee that the courts of England are to have exclusive jurisdiction to settle any disputes dispute which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and accordingly submit to the exclusive jurisdiction of the English courts. 28.3 The Issuer and each Guarantor waives any objection to the courts of England on the grounds that accordingly they are an inconvenient or inappropriate forum. 28.4 The Paying Agents may take any suit, action or proceedings (together referred to as “Proceedings”) proceeding arising out of or in connection with this Agreement (including any Proceedings relating together referred to any non-contractual obligations arising out of as Proceedings) against the Issuer or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC Guarantors in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby number of jurisdictions. 28.5 The Issuer and each Guarantor irrevocably and unconditionally appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Luxottica UK Ltd. at its registered office at 000 Xxxxxxxxxxx Xxxx Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person X0 0XX as its agent for service of process in England in respect of any ProceedingsProceedings and undertakes that in the event of it ceasing so to act it will appoint such other person as the Trustee may approve as its agent for that purpose. 28.6 The Issuer and each Guarantor and the Paying Agents: (a) agrees to procure that, so long as any of the Notes remain liable to prescription, there shall be in force an appointment of such a person approved by the Trustee with an office in London with authority to accept service as aforesaid; (b) agrees that failure by any such person to give notice of such service of process to the Issuer or the Guarantors or the relevant Agent shall not impair the validity of such service or of any judgment based thereon; and (c) agrees that nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 11.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 11.2 [The Calculation Agent hereby irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents Issuer and the Relevant Account HoldersTrustee, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby The Calculation Agent irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Calculation Agent and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 clause 11 shall limit any right to take Proceedings against TMCC the Calculation Agent in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or notnot.]∗ ∗ Only for non-English Calculation Agent. TMCC hereby appoints Toyota Financial Services 00 Xxxxxxx Xxxxxx Xxxxxx XX0X 0XX E-mail: xxxxxxxxxxx@xx.xxx Attention: Treasurer BT Group By: [Name of Calculation Agent] [Address of Calculation Agent] Telefax No: [ ] Attention: [ ] By: Xxxxx Xxxxx 000 Xxxx Xxxxxx Xxxxxx XX0X 0XX Telefax No: (UK0000) PLC 000 0000 Attention: the Manager, Trust Management By: 6th Floor, Citigroup Centre Canada Square Xxxxxx Xxxxx Xxxxxx X00 0XX Telefax No: +000 0 000 0000 Attention: Agency and Trust [title of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as relevant Series of Notes] By depositing this duly completed Notice with any Paying Agent for the above Series of Notes (the Notes) the undersigned holder of such Notes surrendered with this Notice and referred to below irrevocably exercises its agent for service of process, and agrees that, option to have such Notes redeemed in accordance with Condition 5.4 on [redemption date]. This Notice relates to Notes in the event aggregate nominal amount of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings........... bearing the following serial numbers: .......................................................................................... ..........................................................................................

Governing Law and Submission to Jurisdiction. 26.1 34.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 34.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations contractualobligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 34.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing . 34.4 To the extent allowed by law, nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 34.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Kromann Reumert at its registered office at 00 Xx Xxxxx Xxxxx, XxxxxXxxxxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx XX0X 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Kromann Reumert ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 31.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 31.2 Each party hereto hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holdersother parties hereto, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”PROCEEDINGS) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each party hereto hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdictionjurisdiction (subject to the laws of the jurisdiction in which enforcement is sought). Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC any party hereto in any other court of competent jurisdictionjurisdiction (outside the Contracting States as defined in section 1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or notnot (subject to the laws of the relevant jurisdictions). TMCC Each of CIBA US, CIBA Germany, CIBA Bermuda and the Guarantor each hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx CIBA UK as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC CIBA UK ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. The Replacement Agent hereby appoints the Agent as its agent for service of process, and undertakes that, in the event of the Agent ceasing so to act or ceasing to be registered in England, it will appoint another person, as the Guarantor may approve, as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 (a) The Agency Agreement, the Guarantee, the Notes and the Coupons and any non- contractual obligations arising out of or in connection with the Agency Agreement, the Guarantee, the Notes and the Coupons are governed by, and shall be construed in accordance with, English law. (b) Subject to paragraph (c) below, the courts of England are to have jurisdiction to settle any disputes (including a dispute relating to any non-contractual obligations) which may arise out of or in connection with the Guarantee, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with the Guarantee, the Notes or the Coupons (Proceedings) may be brought in such courts. Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. (c) This paragraph (c) is for the benefit of each of the Noteholders and Couponholders only. To the extent permitted by applicable law, each of the Noteholders and Couponholders may take Proceedings against the Issuer and/or the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions. (d) Each of the Issuer and the Guarantor irrevocably appoints Equinor UK Limited at its registered office in England for the time being at Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxx, Xxxxxx X0 0XX to receive service of process in any Proceedings in England based on any of the Notes or Coupons. If for any reason the Issuer or Guarantor does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. and/or such other or further Agent and other or further Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer and notice of which has been given to the Noteholders. This Global Note is a Temporary Global Note in respect of a duly authorised issue of Notes (the Notes) of Equinor ASA (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 11 May 2023 and made between the Issuer, Equinor Energy AS as guarantor (the Guarantor), The Bank of New York Mellon, London Branch (the Agent) and the other agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes, but in each case subject to the requirements as to certification provided below. If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate nominal amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule One or in Schedule Two. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that: (a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or (b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, purchase and cancellation, the nominal amount of the Notes represented by this Global Note shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled. Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Prior to the Exchange Date (as defined below), all payments (if any) on this Global Note will only be made to the bearer hereof to the extent that there is presented to the Agent by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a particular nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership in the form required by it. The bearer of this Global Note will not be entitled to receive any payment of interest due on or after the Exchange Date unless upon due certification exchange of this Global Note is improperly withheld or refused. On or after the date (the Exchange Date) which is 40 days after the Issue Date this Global Note may be exchanged in whole or in part (free of charge) for, as specified in the Final Terms, either: (a) security printed Definitive Notes and (if applicable) Coupons and Talons in the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 to the Agency Agreement (on the basis that all the appropriate details have been included on the face of such Definitive Notes and (if applicable) Coupons and Talons and the Final Terms (or the relevant provisions of the Final Terms) have been endorsed on or attached to such Definitive Notes); or (b) either, (i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, interests recorded in the records of the relevant Clearing Systems in a Permanent Global Note or, (ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, a Permanent Global Note, which, in either case, is in or substantially in the form set out in Part 2 of Schedule 2 to the Agency Agreement (together with the Final Terms attached to it), in each case upon notice being given by a relevant Clearing System acting on the instructions of any holder of an interest in this Global Note. If Definitive Notes and (if applicable) Coupons and/or Talons have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, then this Global Note may only thereafter be exchanged for Definitive Notes and (if applicable) Coupons and/or Talons in accordance with the terms of this Global Note. This Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in London. The Issuer shall procure that, as appropriate, (i) the Definitive Notes or (as the case may be) the Permanent Global Note issued and delivered, or (ii) the interests in the Permanent Global Note (where the Final Terms indicates that this Global Note is intended to be a New Global Note) shall be recorded in the records of the relevant Clearing System, in each case in exchange for only that portion of this Global Note in respect of which there shall have been presented to the Agent by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. The aggregate nominal amount of Definitive Notes or interests in a Permanent Global Note issued upon an exchange of this Global Note will, subject to the terms hereof, be equal to the aggregate nominal amount of this Global Note submitted by the bearer for exchange. On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the order of the Agent. On an exchange of part only of this Global Note, the Issuer shall procure that: (a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered pro rata in the records of the relevant Clearing Systems; or (b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount so exchanged. On any exchange of this Global Note for a Permanent Global Note, details of such exchange shall also be entered by or on behalf of the Issuer in Schedule Two to the Permanent Global Note and the relevant space in Schedule Two to the Permanent Global Note recording such exchange shall be signed by or on behalf of the Issuer. Until the exchange of the whole of this Global Note, the bearer of this Global Note shall in all respects (except as otherwise provided in this Global Note) be entitled to the same benefits as if they were the bearer of Definitive Notes and the relative Coupons and/or Talons (if any) represented by this Global Note. Accordingly, except as ordered by a court of competent jurisdiction or as required by law or applicable regulation, the Issuer and any Paying Agent may deem and treat the holder of this Global Note as the absolute owner of this Global Note for all purposes. In the event that this Global Note (or any part of it) has become due and repayable in accordance with the Conditions or that the Maturity Date (if any) has occurred and, in either case, payment in full of the amount due has not been made to the bearer in accordance with the provisions set out above, then from 8.00 p.m. (London time) on such day each Noteholder will become entitled to proceed directly against the Issuer on, and subject to, the terms of the Deed of Covenant executed by the Issuer on 13 May 2020 (as amended, supplemented, novated and/or restated as at the Issue Date) in respect of the Notes and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under the Deed of Covenant). No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act. If any provision in or obligation under this Global Note is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Global Note, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Global Note. This Global Note and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, English law. This Global Note shall not be valid unless authenticated by the laws of England. 26.2 TMCC hereby irrevocably agreesAgent and, for if the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Final Terms indicates that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing Global Note is intended to be registered a NGN (i) which is intended to be held in England, it will appoint another person as its agent for service of process in England a manner which would allow Eurosystem eligibility or (ii) in respect of any Proceedingswhich effectuation is applicable, effectuated by the entity appointed as common safe-keeper by the relevant Clearing Systems.

Governing Law and Submission to Jurisdiction. 26.1 22.1 This Agreement and every agreement for the issue and purchase of Notes as referred to in Clause 2 and any non-contractual obligations arising out of or in connection with this Agreement and every such agreement for the issue and purchase of Notes shall be governed by, and construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby 22.2 The Issuer and each Category A Shareholder irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Dealers that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-non- contractual obligations arising out of or in connection connections with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-non- contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC The Issuer and each Category A Shareholder hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuer and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 herein shall limit any right to take Proceedings against TMCC in any other party hereto including the right to join or counterclaim under any court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer and each Category A Shareholder hereby appoints Toyota Financial Services (UK) PLC of Great BurghDnB NOR Bank ASA, Xxxxx XxxxxLondon Branch at its registered office for the time being at 00 Xx. Xxxxxxx'x Xxxx, XxxxxLondon, Xxxxxx XX00 0XXEC3R 8HY, Xxxxxxx England as its agent for service of process, process and agrees that, in the event of Toyota Financial Services (UK) PLC DnB NOR Bank ASA, London Branch ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 30.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 30.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 30.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 30.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxElemental Process Agent Limited at its registered office at 00 Xxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Elemental Process Agent Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 29 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx XxxxxBurgh Heath, XxxxxEpsom, Xxxxxx XX00 0XXSurrey KT18 5UZ, Xxxxxxx England as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 10.2 Each party hereto hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holdersother parties hereto, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”PROCEEDINGS) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each party hereto hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdictionjurisdiction (subject to the laws of the jurisdiction in which enforcement is sought). Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC any party in any other court of competent jurisdictionjurisdiction (outside the Contracting States, as defined in section 1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or notnot (subject to the laws of the relevant jurisdictions). TMCC The [Issuer and the] Guarantor [each] hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx the [Issuer/CIBA Specialty Chemicals PLC] as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC [the Issuer/CIBA Specialty Chemicals PLC] ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings. [The Calculation Agent hereby appoints [ ] as its agent for service of process, and undertakes that, in the event of [ ] ceasing so to act or ceasing to be registered in England, it will appoint another person, as the relevant Issuer or the Guarantor may approve, as its agent for service of process in England in respect of any Proceedings.]. Nothing herein shall affect the right to serve process in any manner permitted by law. IN WITNESS whereof this Agreement has been entered into the day and year first above written. SCHEDULE TO THE CALCULATION AGENCY AGREEMENT TITLE AND ANNOTATION BY ISSUE MATURITY NOMINAL CALCULATION SERIES NUMBER DATE DATE AMOUNT AGENT/ISSUER ------------- ---- ---- ------ ------------

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England, except for Clauses 15 and 29.2 and Schedules 4 (Provisions for Meetings of Bondholders) and 5 (Forms of Global and Definitive Bonds, Coupons and Talons), which shall be governed by Finnish law. 26.2 TMCC hereby 30.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents that, except for Clauses 15 and the Relevant Account Holders29.2 and Schedules 4 (Provisions for Meetings of Bondholders) and 5 (Forms of Global and Definitive Bonds, that Coupons and Talons), the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 30.3 With respect to Clauses 15 and 29.2 and Schedules 4 (Provisions for Meetings of Bondholders) and 5 (Forms of Global and Definitive Bonds, Coupons and Talons), the Issuer irrevocably agrees for the benefit of the Paying Agents that the courts of Finland, with the District Court of Helsinki (in Finnish: Helsingin käräjäoikeus) as the court of first instance, are to have jurisdiction to settle any disputes which may arise out of or in connection with these provisions of this Agreement (including any dispute relating to any non-contractual obligations arising out of or in connection with these provisions of this Agreement) and that accordingly any Proceedings arising out of or in connection with these provisions of this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with these provisions of this Agreement) may be brought in such courts. 30.4 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English or Finnish courts (as applicable) shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 30.5 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 30.6 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxElemental Process Agent Limited at its registered office at 00 Xxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Elemental Process Agent Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 29 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement (a) The Agency Agreement, the Notes, the Receipts and any non-contractual obligations arising out of or in connection with this Agreement shall be the Coupons are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably (b) The Issuer agrees, for the exclusive benefit of the RegistrarPaying Agents, the Transfer AgentNoteholders, the Paying Agents Receiptholders and the Relevant Account Holders, Couponholders that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this the Agency Agreement), the Notes, the Receipts and/or the Coupons and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this the Agency Agreement) , the Notes, the Receipts and the Coupons may be brought in such courts. TMCC The Issuer hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 Condition shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby The Issuer appoints Toyota Financial Services (UK) PLC of Great BurghPepsiCo International Limited at its registered office at 00 Xxx Xxxx, Xxxxx Xxxxx, XxxxxXxxxxxxx, Xxxxxx XX00 XX0 0XX, Xxxxxxx Xxxxxxx: Attention: Division Counsel as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC PepsiCo International Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. The Issuer hereby irrevocably and unconditionally waives with respect to the Agency Agreement, the Notes, the Receipts and/or the Coupons any right to claim immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 30.2 Each of the parties hereto (other than the Trustee and the Agent) hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, agrees that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each of the parties hereto (other than the Trustee and the Agent) hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 herein shall limit any right to take Proceedings against TMCC the Parent or the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC Each of the Parent and the Issuer hereby appoints Toyota VFS Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx Limited at its registered office for the time being as its agent for service of process, and agrees undertakes that, in the event of Toyota VFS Financial Services (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint such another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 29.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 29.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations obligation arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 29.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 29.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 29.5 The Issuer appoints Toyota Financial Law Debenture Corporate Services (UK) PLC of Great Burgh, Xxxxx Limited at its registered office at 0xx Xxxxx, Xxxxx000 Xxxxxxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx XX0X 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Law Debenture Corporate Services (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 29 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 18.1 This Agreement Agreement, every agreement for the issue and purchase of Notes as referred to in clause 2 and any non-contractual obligations arising out of or in connection with this Agreement shall be such agreements are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 18.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Dealers that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including and any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 18.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and it an may be enforced in the courts course of any other jurisdiction. Nothing . 18.4 To the extent allowed by law, nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions jurisdiction preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 18.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great BurghCredit Suisse AG, London Branch at its registered office at Xxx Xxxxx Xxxxx, XxxxxXxxxxx, Xxxxxx XX00 0XX, Xxxxxxx X00 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Credit Suisse AG, London Branch ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 30.2 The Issuer hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account HoldersAgents, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”proceedings) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC The Issuer hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. jurisdiction Nothing contained in this Section 26 Clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer hereby appoints Toyota Financial Services (UK) PLC of Great BurghPepsiCo International Limited at its registered office at 00 Xxx Xxxx, Xxxxx XxxxxXxxxxxxx, Xxxxx, Xxxxxx XX00 0XXXxxxxx, Xxxxxxx XX0 0XX (Attention: Division Counsel) as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC PepsiCo International Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 10.2 The Issuer [and the Guarantor each] * irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Calculation Agent that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 10.3 The Issuer [and the Guarantor each] * irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. jurisdiction to the extent permitted by law. 10.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer [or the Guarantor] * in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, to the extent permitted by law whether concurrently or not. TMCC hereby . 10.5 The Issuer [and the Guarantor each] * appoints Toyota Financial Fleetside Legal Representative Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxLimited at its registered office at One Bxxxxxx Xxxxxx, Xxxxxx XX00 0XX, Xxxxxxx X0 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Fleetside Legal Representative Services (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings.. Nothing in this clause shall affect the right to serve process in any other manner permitted by law. THIS AGREEMENT has been entered into on the day stated at the beginning of this Agreement. * Delete where ENEL is the Issuer By: [ENEL — SOCIETÀ PER AZIONI Guarantor By:] * [CALCULATION AGENT] [Address of Calculation Agent] Telex No: [ ] Telefax No: [ ] Attention: [ ] By: JPMorgan Chase Bank, N.A. Txxxxxx Xxxxx 0 Xxxxxx Xxxx Street London E1W 1YT Telex No: +00 (0) 000 000 0000 Swift: IRVTGB2X

Governing Law and Submission to Jurisdiction. 26.1 This Agreement and any non-contractual obligations arising out (1) The provisions of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of Englandthe State of New York, without regard to principles of conflicts of law. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit (2) Each of the RegistrarIssuer and the Agents irrevocably consents to the non-exclusive jurisdiction of the State or Federal courts sitting in the Borough of Manhattan, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts City of England are to have jurisdiction to settle New York ("New York Courts") for adjudicating any disputes dispute which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating together referred to any non-contractual obligations arising out of or in connection with this Agreementas "Proceedings") may be brought in such courts. TMCC hereby New York Courts. (3) Each of the Issuer and the Agents irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court New York Courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts New York Courts shall be conclusive and binding upon TMCC the Issuer, or, as the case may be, the Agents and may be enforced in the courts of any other jurisdiction. . (4) Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC . (5) The Issuer hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, that the process by which any Proceedings in the event New York Courts are begun may be served on it by being delivered to it c/o General Counsel, 1441 Broadway, New York, New Yoxx 00000 xxx xxxxxx xxxxxxx xxxx xervice of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to process upon such person shall be registered deemed in England, it will appoint another person as its agent for every respect effective service of process in England any such proceedings. If the appointment of the person appointed to receive process on behalf of the Issuer ceases to be effective, the Issuer shall forthwith appoint a further person in respect the State of any ProceedingsNew York to accept service of process on its behalf and notify the name and address of such person to the Fiscal Agent and, failing such appointment within fifteen days, the Fiscal Agent, on behalf of the Paying Agents, shall be entitled to appoint such a person by written notice addressed and delivered to the Issuer.

Governing Law and Submission to Jurisdiction. 26.1 This 29.1 The provisions of this Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby 29.2 Subject to subclause 29.4 below, each of the Issuer and the Guarantor irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Trustee that the courts of England are to have exclusive jurisdiction to settle any disputes dispute which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement)) and accordingly submit to the exclusive jurisdiction of the English courts. The parties agree that the place of performance for the obligations expressed to be undertaken pursuant to this Agreement shall be London, England. 29.3 Each of the Issuer and the Guarantor waives any objection to the courts of England on the grounds that accordingly they are an inconvenient or inappropriate forum. 29.4 The Paying Agents and the Trustee may take any suit, action or proceedings (together referred to as “Proceedings”) proceeding arising out of or in connection with this Agreement (including any Proceedings relating together referred to any non-contractual obligations arising out of as Proceedings) against the Issuer or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby number of jurisdictions. 29.5 The Guarantor irrevocably and unconditionally appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as Hellenic Petroleum Finance plc at its agent registered office for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person time being as its agent for service of process in England in respect of any ProceedingsProceedings and undertakes that in the event of it ceasing so to act it will appoint such other person as the Trustee may approve as its agent for that purpose.

Governing Law and Submission to Jurisdiction. 26.1 ‌ 34.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement it shall be governed by, by and construed in accordance with, the laws of Englandwith English law. 26.2 TMCC hereby 34.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 34.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 34.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 34.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great BurghDNB ASA, Xxxxx XxxxxLondon Branch at its registered office at 8th Floor, XxxxxThe Walbrook Building, Xxxxxx XX00 00 Xxxxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx as its agent for service of processprocess in England, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC DNB NOR Bank ASA, London Branch ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. 34.6 The Issuer irrevocably and unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement made or given in connection with any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 32.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees32.2 Subject to Clause 32.4 below, for the exclusive benefit each of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Issuers irrevocably agrees that the English courts of England are to have exclusive jurisdiction to settle any disputes which may arise dispute arising out of or in connection with this Agreement (Agreement, including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating a Dispute) and all Disputes will be submitted to the exclusive jurisdiction of the English courts. 32.3 For the purposes of Clauses 32.2 and 32.4, each party taking proceedings in relation to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably Dispute waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute. 32.4 This sub-clause is for the benefit of the Agents only. To the extent allowed by law, the Agents may, in the courts respect of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to Dispute or Disputes, take Proceedings against TMCC (i) proceedings in any other court of competent with jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings ; and (ii) concurrent proceedings in any number of jurisdictions. 32.5 To the extent permitted by applicable law, REN irrevocably and unconditionally waives with respect to these presents any right to claim sovereign or other jurisdictionimmunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, whether concurrently including without limitation, the making, enforcement or not. TMCC hereby execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any proceedings. 32.6 Each of the Issuers appoints Toyota Financial Law Debenture Corporate Services (UK) PLC of Great Burgh, Xxxxx Limited at its registered office at 8th Xxxxx, Xxxxx000 Xxxxxxxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process, process in any proceedings before the English courts in relation to any Dispute and agrees that, in the event of Toyota Financial Law Debenture Corporate Services (UK) PLC ceasing Limited being unable or unwilling for any reason so to act or ceasing to be registered in Englandact, it will immediately appoint another person as its agent for service of process in England in respect of any ProceedingsDispute on terms acceptable to the Agents, failing which the Agents may appoint another process agent for this purpose. The Issuers each agree that failure by a process agent to notify it of any process will not invalidate service. Nothing in this clause shall affect the right to serve process in any other manner permitted by law. 32.7 Without prejudice to Clauses 32.2, 32.3 and 32.4 the Issuers each waives any right it may have to a jury trial of any claim or cause of action in connection with this Agreement. This Agreement may be filed as a written consent to a bench trial.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC (2) The Issuer hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Calculation Agent, the Paying Agents and the Relevant Account Holders, that (subject as provided below) the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) (a “Dispute”) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC The Issuer hereby irrevocably and unconditionally waives and agrees not to raise any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably and unconditionally agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuer and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 Clause shall limit any right (to the extent allowed by law) to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer hereby appoints Toyota Financial Services General Counsel, Bank of Ireland (UK) PLC of Great Burghplc, Bow Xxxxx Xxxxx, XxxxxXxxxx Xxxxxx, Xxxxxx XX00 0XXXxxxxx, Xxxxxxx XX0X 0XX (the “Process Agent”) as its agent for to accept on its behalf service of processprocess in England in connection with any Proceedings, and agrees has undertaken that, in the event of Toyota Financial Services (UK) PLC the Process Agent ceasing so to act or ceasing to be registered in Englandact, it will appoint another such other person as the Trustee may approve as its agent for that purpose. The Issuer will procure that, so long as this Agreement remains in force, there shall be in force an appointment of such a person approved by the Calculation Agent with an office in London with authority to accept service of as aforesaid. Nothing herein shall affect the right to serve process in England in respect of any Proceedings.other manner permitted by law. IN WITNESS whereof this Agreement has been entered into the day and year first above written. Baggot Plaza 00-00 Xxxxx Xxxxxx Xx Xxxxxx X00 XX00 Xxxxxxx Telefax No: 00 353 76 62 44667 Attention: Xxxxxxx X’Xxxxx By: .........................

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees10.2 Subject to clause 10.4 below, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of of, or in connection with with, this Agreement) may be brought in such courts. TMCC hereby . 10.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained . 10.4 To the extent permitted by law, the Calculation Agent may take any Proceedings arising out of or in connection with this Section 26 shall limit any right to take Proceedings Agreement, against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of jurisdiction and take Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby concurrently. 10.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great BurghSSAB Swedish Steel Limited at its registered office at Xxxx 00 Xxxxxxxxxx Xxx, Xxxxx XxxxxBusiness Park, XxxxxBrierley Hill, Xxxxxx XX00 0XXWest Midlands, Xxxxxxx DY5 1UF, United Kingdom, as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC SSAB Swedish Steel Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 10 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 29.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, English law. Articles 470-1 through 470-19 (inclusive) of the laws Luxembourg law of England10 August 1915 concerning Commercial Companies, as amended, shall be expressly excluded. 26.2 TMCC 29.2 Each of NHI and the Guarantor hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) (other than, for the avoidance of doubt, any suit action, proceedings or disputes arising out of the Guarantees), and accordingly submit to the exclusive jurisdiction of the English courts. 29.3 Each of NHI and the Guarantor hereby waives any objection to the courts of England on the grounds that accordingly they are an inconvenient or inappropriate forum. 29.4 The Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders may take any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-non- contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives (other than, for the avoidance of doubt, any objection which it may have suit, action, proceedings or disputes arising out of the Guarantees), against NHI and/or the Guarantor, to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC extent allowed by law, in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC number of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx jurisdictions. 29.5 NHI and the Guarantor have appointed Nestlé UK Ltd as its agent for service of process, process and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Nestlé UK Ltd ceasing so to act or ceasing to be registered in England, it will appoint another person person, as its agent for service of process in England in respect of any Proceedings. 29.6 Each Guarantee will be governed by Swiss law and the place of jurisdiction for all disputes brought under each Guarantee will be Vevey, Switzerland.

Governing Law and Submission to Jurisdiction. 26.1 22.1 This Agreement and every agreement for the issue and purchase of Notes or Covered Bonds as referred to in clause 2 and any non-contractual obligations arising out of or in connection with this Agreement shall be such agreements are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby 22.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Dealers that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement)) and accordingly submits to the exclusive jurisdiction of the English courts. 22.3 The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. 22.4 To the extent allowed by law, and that accordingly the Dealers may take any suit, action or proceedings proceeding (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to ), against the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdictionnumber of jurisdictions. 22.5 The Issuer appoints Xxxxx Xxxxxx LLP at their office at Xxx Xxxxxxx Xxxxxx, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great BurghXxxxxxx, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx 0XX as its agent for service of process, process and agrees that, in the event of Toyota Financial Services (UK) PLC Xxxxx Xxxxxx LLP ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit (2) Each of the Registrar, the Transfer Agent, the Paying Agents Issuers and the Relevant Account Holders, Programme Agents irrevocably agrees that (subject as provided below) the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) (a “Dispute”) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating related to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . (3) Each of the Issuers and the Programme Agents irrevocably and unconditionally waives and agrees not to raise any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably and unconditionally agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuers or, as the case may be, the Programme Agents and may be enforced in the courts of any other jurisdiction. . (4) Nothing contained in this Section 26 Clause shall limit any right (to the extent allowed by law) to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC . (5) Each Issuer hereby appoints Toyota Financial Services General Counsel, Bank of Ireland (UK) PLC of Great Burghplc, Bow Xxxxx Xxxxx, XxxxxXxxxx Xxxxxx, Xxxxxx XX00 0XXXxxxxx, Xxxxxxx XX0X 0XX (the “Process Agent”) as its agent for to accept on its behalf service of processprocess in England in connection with any Proceedings, and agrees has undertaken that, in the event of Toyota Financial Services (UK) PLC the Process Agent ceasing so to act or ceasing to be registered in Englandact, it will appoint another such other person as the Trustee may approve as its agent for that purpose. The Issuers will procure that, so long as this Agreement remains in force, there shall be in force an appointment of such a person approved by the Agent with an office in London with authority to accept service of as aforesaid. Nothing herein shall affect the right to serve process in England in respect of any Proceedingsother manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 22.1 This Agreement (except Schedule 1) and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law. Schedule 1 of this Agreement and any non-contractual obligations arising therefrom or in connection therewith shall be governed by, and construed in accordance with, the laws of EnglandBelgian law. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the 22.2 The courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to and any non-contractual obligations arising out of or in connection with this Agreement), them) and that accordingly any suit, legal action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement“Proceedings”) may be brought in such courts. TMCC hereby . 22.3 Each of the Issuer and the Guarantor irrevocably waives any objection which it may have submits to the laying jurisdiction of the venue of such courts and waive any such objections to Proceedings in any such court and any claim courts on the ground of venue or on the ground that any such the Proceedings have been brought in an inconvenient forum forum. This Clause 22.3 is for the benefit of each of the other parties to this Agreement and hereby further irrevocably agrees that a judgment in any such Proceedings brought in shall not limit the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts right of any other jurisdiction. Nothing contained in this Section 26 shall limit any right of them to take Proceedings against TMCC in any other court of competent jurisdiction, jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, jurisdiction (whether concurrently or not. TMCC hereby ). 22.4 Each of the Issuer and the Guarantor irrevocably appoints Toyota Financial Services (UK) PLC Lonza Group UK Ltd of Great Burgh000 Xxxx Xxxx, Xxxxx XxxxxXxxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx Xxxxxxxxx XX0 0XX as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its authorised agent for service of process in England relating to Proceedings. If for any reason such agent shall cease to be such agent for the service of process, each of the Issuer and Guarantor shall promptly appoint a new agent for service of process in respect England and notify the Agent and Trustee of such appointment within 14 days. Nothing in this Agreement shall affect the right to serve process in any Proceedingsother matter permitted by law. 22.5 The Agent irrevocably appoints Citibank, N.A. London of Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx, X00 0XX as its authorised agent for service of process in England

Governing Law and Submission to Jurisdiction. 26.1 This Agreement The Agency Agreement, the Deed of Covenant, the Notes, the Coupons and any non-contractual obligations arising out of or in connection with this Agreement shall be any of them are governed by, and construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably English law. The Issuer agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents Noteholders and the Relevant Account HoldersCouponholders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement the Notes and/or the Coupons (including a dispute relating to any non-contractual obligations allegations arising out of or in connection with this Agreement), any of them) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement the Notes and/or the Coupons (including any Proceedings a dispute relating to any non-non- contractual obligations allegations arising out of or in connection with this Agreementany of them) may be brought in such courts. TMCC The Issuer hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing To the extent allowed by law, nothing contained in this Section 26 Condition shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not, if and to the extent permitted by applicable law. TMCC hereby The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Ericsson Ltd. at its registered office for the time being at 14th Xxxxx, Xxxxxx XX00 0XXXxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx, Xxxxxxx, XX0 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Ericsson Ltd. ceasing so to act or ceasing to be have a registered office in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. The Issuer has in the Agency Agreement and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above. [Details of Individual issue to be inserted] This Global Note is a Temporary Global Note in respect of a duly authorised issue of Euro Medium Term Notes (the Notes) of Telefonaktiebolaget LM Ericsson (publ) (the Issuer) described, and having the provisions specified (a) in the case of Notes which are not Exempt Notes, in Part A of the Final Terms attached hereto (the Final Terms) or (b), in the case of Exempt Notes, in Part A of the Pricing Supplement attached hereto (the Pricing Supplement). References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by the information set out in (i), in the case of Notes which are not Exempt Notes, the Final Terms or (ii), in the case of Exempt Notes, the Pricing Supplement which may modify and supplement such Terms and Conditions, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms or the Pricing Supplement, as the case may be, the Final Terms or the Pricing Supplement, as the case may be, will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms or Pricing Supplement, as the case may be, shall bear the same meaning when used herein. This Global Note is issued subject to, and with the benefit of, the Conditions and an Amended and Restated Agency Agreement dated 8 May 2014 (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) made between the Issuer, Citibank, N.A., London Branch (the Agent) and the other agents named therein. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms or Pricing Supplement, as the case may be, indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent at Citigroup Centre, Xxxxxx Xxxxx, Xxxxxx X00 0XX or at the specified office of any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes, but in each case subject to the requirements as to certification provided below. If the Final Terms or Pricing Supplement, as the case may be, indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms or Pricing Supplement, as the case may be, indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the aggregate nominal amount stated in the Final Terms or Pricing Supplement, as the case may be, or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or III of Schedule One or in Schedule Two. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

Governing Law and Submission to Jurisdiction. 26.1 (a) The Agency Agreement, the Guarantee, the Notes and the Coupons and any non- contractual obligations arising out of or in connection with the Agency Agreement, the Guarantee, the Notes and the Coupons are governed by, and shall be construed in accordance with, English law. (b) Subject to paragraph (c) below, the courts of England are to have jurisdiction to settle any disputes (including a dispute relating to any non-contractual obligations) which may arise out of or in connection with the Guarantee, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with the Guarantee, the Notes or the Coupons (Proceedings) may be brought in such courts. Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. (c) This paragraph (c) is for the benefit of each of the Noteholders and Couponholders only. To the extent permitted by applicable law, each of the Noteholders and Couponholders may take Proceedings against the Issuer and/or the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions. Each of the Issuer and the Guarantor irrevocably appoints Equinor UK Limited at its registered office in England for the time being at Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxx, Xxxxxx X0 0XX to receive service of process in any Proceedings in England based on any of the Notes or Coupons. If for any reason the Issuer or Guarantor does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. The Bank of New York Mellon Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX and/or such other or further Agent and other or further Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer and notice of which has been given to the Noteholders. This Global Note is a Temporary Global Note in respect of a duly authorised issue of Notes (the Notes) of Equinor ASA (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 13 May 2020 and made between the Issuer, Equinor Energy AS as guarantor (the Guarantor), The Bank of New York Mellon (the Agent) and the other agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes, but in each case subject to the requirements as to certification provided below. If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate nominal amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule One or in Schedule Two. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that: (a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or (b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, purchase and cancellation, the nominal amount of the Notes represented by this Global Note shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled. Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Prior to the Exchange Date (as defined below), all payments (if any) on this Global Note will only be made to the bearer hereof to the extent that there is presented to the Agent by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a particular nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership in the form required by it. The bearer of this Global Note will not be entitled to receive any payment of interest due on or after the Exchange Date unless upon due certification exchange of this Global Note is improperly withheld or refused. On or after the date (the Exchange Date) which is 40 days after the Issue Date this Global Note may be exchanged in whole or in part (free of charge) for, as specified in the Final Terms, either: (a) security printed Definitive Notes and (if applicable) Coupons and Talons in the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 to the Agency Agreement (on the basis that all the appropriate details have been included on the face of such Definitive Notes and (if applicable) Coupons and Talons and the Final Terms (or the relevant provisions of the Final Terms) have been endorsed on or attached to such Definitive Notes); or (b) either, (i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, interests recorded in the records of the relevant Clearing Systems in a Permanent Global Note or, (ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, a Permanent Global Note, which, in either case, is in or substantially in the form set out in Part 2 of Schedule 6 to the Agency Agreement (together with the Final Terms attached to it), in each case upon notice being given by a relevant Clearing System acting on the instructions of any holder of an interest in this Global Note. If Definitive Notes and (if applicable) Coupons and/or Talons have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, then this Global Note may only thereafter be exchanged for Definitive Notes and (if applicable) Coupons and/or Talons in accordance with the terms of this Global Note. This Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in London. The Issuer shall procure that, as appropriate, (i) the Definitive Notes or (as the case may be) the Permanent Global Note issued and delivered, or (ii) the interests in the Permanent Global Note (where the Final Terms indicates that this Global Note is intended to be a New Global Note) shall be recorded in the records of the relevant Clearing System, in each case in exchange for only that portion of this Global Note in respect of which there shall have been presented to the Agent by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. The aggregate nominal amount of Definitive Notes or interests in a Permanent Global Note issued upon an exchange of this Global Note will, subject to the terms hereof, be equal to the aggregate nominal amount of this Global Note submitted by the bearer for exchange. On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the order of the Agent. On an exchange of part only of this Global Note, the Issuer shall procure that: (a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered pro rata in the records of the relevant Clearing Systems; or (b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount so exchanged. On any exchange of this Global Note for a Permanent Global Note, details of such exchange shall also be entered by or on behalf of the Issuer in Schedule Two to the Permanent Global Note and the relevant space in Schedule Two to the Permanent Global Note recording such exchange shall be signed by or on behalf of the Issuer. Until the exchange of the whole of this Global Note, the bearer of this Global Note shall in all respects (except as otherwise provided in this Global Note) be entitled to the same benefits as if he were the bearer of Definitive Notes and the relative Coupons and/or Talons (if any) represented by this Global Note. Accordingly, except as ordered by a court of competent jurisdiction or as required by law or applicable regulation, the Issuer and any Paying Agent may deem and treat the holder of this Global Note as the absolute owner of this Global Note for all purposes. In the event that this Global Note (or any part of it) has become due and repayable in accordance with the Conditions or that the Maturity Date (if any) has occurred and, in either case, payment in full of the amount due has not been made to the bearer in accordance with the provisions set out above, then from 8.00 p.m. (London time) on such day each Noteholder will become entitled to proceed directly against the Issuer on, and subject to, the terms of the Deed of Covenant executed by the Issuer on 13 May 2020 (as amended, supplemented, novated and/or restated as at the Issue Date) in respect of the Notes and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under the Deed of Covenant). No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act. If any provision in or obligation under this Global Note is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Global Note, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Global Note. This Global Note and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, English law. This Global Note shall not be valid unless authenticated by the laws of England. 26.2 TMCC hereby irrevocably agreesAgent and, for if the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Final Terms indicates that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing Global Note is intended to be registered a NGN (i) which is intended to be held in England, it will appoint another person as its agent for service of process in England a manner which would allow Eurosystem eligibility or (ii) in respect of any Proceedingswhich effectuation is applicable, effectuated by the entity appointed as common safe-keeper by the relevant Clearing Systems.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement 16.18.1 The Transaction Documents, save as expressly provided otherwise therein, and any non-contractual obligations arising out of or in connection with this Agreement such Transaction Documents shall be governed by, by and construed in accordance with, the laws of Englandwith English law. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit 16.18.2 Each of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any disputes dispute, whether contractual or non-contractual, which may arise out of or in connection with this Agreement the Transaction Documents (including a dispute relating to save as expressly provided otherwise therein) and that accordingly any non-contractual obligations proceedings arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may such Transaction Documents shall be brought only in such courts. TMCC hereby Each of the parties irrevocably submits and agrees to submit to the jurisdiction of such courts and waives (and agrees not to raise) any objection which it may have to the laying of the venue of any such Proceedings proceedings in any such court and any claim on the ground of venue or on the ground that any such Proceedings proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of or on any other jurisdictionground. Nothing contained in *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. In witness whereof this Section 26 shall limit any right Agreement has been duly executed. SIGNED by …………………. on behalf of The Royal Bank of Scotland plc: } SIGNED by …………………. on behalf of National Westminster Bank Plc: } SIGNED by …………………. on behalf of National Westminster Home Loans Limited: } SIGNED by …………………. on behalf of SANTANDER UK plc (as Purchaser): } 1 Interpretation 2 2 Agreement to take Proceedings against TMCC in any other court Sell the Businesses 31 3 Consideration 37 4 Conditions 39 5 Pre-Closing 46 6 Implementation and Separation planning 58 7 Closing 63 8 Post-Closing Adjustments 66 9 Post-Closing Obligations 67 10 Warranties 80 11 Limitation of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or notLiability 82 12 Claims 87 13 Restrictions on business activities 92 14 Insurance 94 15 Confidentiality and Announcements 94 16 Other Provisions 96 *** *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent *** *** Material has been omitted pursuant to a request for service of process, confidential treatment and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so has been filed separately. *** *** Material has been omitted pursuant to act or ceasing to be registered in England, it will appoint another person as its agent a request for service of process in England in respect of any Proceedingsconfidential treatment and has been filed separately.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Supplemental Agency Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees10.2 Subject to subclause 10.4 below, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise dispute arising out of or in connection with this Supplemental Agency Agreement (including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings it (together referred to as a “ProceedingsDispute”) arising out and each party submits to the jurisdiction of or the English courts. 10.3 For the purposes of this Clause 10, the Issuer in connection with this Agreement (including any Proceedings relating relation to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably Dispute waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive on the grounds that they are an inconvenient or inappropriate forum to settle any disputes. 10.4 Only to the extent allowed by law, the Issuer and binding upon TMCC and may be enforced the Agents may, in the courts respect of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC Dispute or Disputes, take (i) proceedings in any other court of competent jurisdiction and (ii) concurrent proceedings in any number of jurisdictions. 10.5 The parties agree that the provisions of Clause 32.5 of the Original Agency Agreement shall continue to apply. 10.6 The Substitute Debtor irrevocably and unconditionally with respect to any Dispute (i) waives any right to claim sovereign or other immunity from jurisdiction, nor shall the taking of Proceedings in one recognition or more jurisdictions preclude the taking of Proceedings enforcement and any similar argument in any jurisdiction, (ii) submits to the jurisdiction of the English courts and the courts of any other jurisdiction in relation to the recognition of any judgment or order of the English court or the courts of any competent jurisdiction in relation to any Dispute and (iii) consents to the giving of any relief (whether by way of injunction, attachment, specific performance or other relief) or the issue of any related process, in any jurisdiction, whether concurrently before or not. TMCC hereby appoints Toyota Financial Services after final judgment, including without limitation, the making, enforcement or execution against any property whatsoever (UKirrespective of its use or intended use) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedingsorder or judgment made or given in connection with any Dispute.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of Englandthe State of New York. 26.2 TMCC (2) Each party hereto hereby irrevocably agrees, agrees for the exclusive benefit of the Registrarother party hereto that any State or federal courts sitting in the Borough of Manhattan, the Transfer Agent, City of New York (the Paying Agents and the Relevant Account Holders, that the courts of England "Courts") are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “"Proceedings”") arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each party hereto hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court of the Courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts Courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the other party hereto in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services Nothing herein shall affect the right to serve process in any manner permitted by law. IN WITNESS whereof this Agreement has been entered into the day and year first above written. INTERNATIONAL LEASE FINANCE CORPORATION By: [CALCULATION AGENT] [Address of Calculation Agent] Telex No: Telefax No: Attention: By: SCHEDULE TO THE CALCULATION AGENCY AGREEMENT Series Issue Maturity Title and Nominal Annotation by number Date Date Amount Calculation Agent/Issuer SCHEDULE 2 TERMS AND CONDITIONS OF THE NOTES The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (UKas defined below) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees thateach definitive Note, in the event latter case only if permitted by the relevant stock exchange (if any) and agreed by the Issuer and the relevant Dealer at the time of Toyota Financial Services issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Pricing Supplement (UKor the relevant provisions thereof) PLC ceasing will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to "Form of the Notes" for a description of the content of Pricing Supplements which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by International Lease Finance Corporation (the "Issuer") pursuant to the Agency Agreement (as defined below). References herein to the "Notes" shall be references to the Notes of this Series and shall mean: (i) in relation to any Notes represented by a global Note (a "Global Note"), units of the lowest Specified Denomination in the Specified Currency; (ii) any Global Note; and (iii) any definitive Notes issued in exchange for a Global Note. The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the "Agency Agreement") dated 4 June, 1999 and made between the Issuer, Citibank, N.A. as issuing and principal paying agent and agent bank (the "Agent", which expression shall include any successor agent) and the other paying agents named therein (together with the Agent, the "Paying Agents", which expression shall include any additional or successor paying agents). Interest bearing definitive Notes (unless otherwise indicated in the applicable Pricing Supplement) have interest coupons ("Coupons") and, if indicated in the applicable Pricing Supplement, talons for further Coupons ("Talons") attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts ("Receipts") for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue. The Pricing Supplement for this Note (or the relevant provisions thereof) is attached to or endorsed on this Note and supplements these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to act the extent inconsistent with these Terms and Conditions, replace or ceasing modify these Terms and Conditions for the purposes of this Note. References to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedingsthe "applicable Pricing Supplement" are to the Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 10.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Calculation Agent that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 10.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 10.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 10.5 The Issuer appoints Toyota Financial Services (UK) PLC the Ambassador of Great Burgh, Xxxxx the Republic of Iceland to the Court of St Xxxxx, Xxxxx' of 0X Xxxx Xxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxxx as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC the Ambassador ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law. 10.6 The Issuer irrevocably and unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings. This Agreement has been entered into on the date stated at the beginning of this Agreement. By: [CALCULATION AGENT] [Address of Calculation Agent] Telex No: • Telefax No: • Attention: • By: Series number Issue Date Maturity Date (if any) Title and Nominal Amount Annotation by Calculation Agent/Issuer and/or any other or further Agent or Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer and notice of which has been given to the Noteholders. THIS DEED OF COVENANT is made on 24th June, 2003 by KAUPTHING BÚNAÐARBANKI HF. (the Issuer) in favour of the account holders specified below of Clearstream Banking, société anonyme (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and/or any other additional clearing system or systems as is specified in the Pricing Supplement relating to any Note (as defined below) (each a Clearing System).

Governing Law and Submission to Jurisdiction. 26.1 This (1) The provisions of the Agreement and any non-contractual obligations arising out of or in connection with (including this Agreement shall be Supplemental Agreement) are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby (2) Each of the Issuer and the New Guarantor irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes dispute which may arise out of or in connection with this the Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Supplemental Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this the Agreement (including any Proceedings relating together referred to any non-contractual obligations arising out of or in connection with this Agreementas "Proceedings") may be brought in such courts. TMCC hereby the courts of England. (3) Each of the Issuer and the New Guarantor irrevocably and unconditionally waives and agrees not to raise any objection which it may have now or subsequently to the laying of the venue of any such Proceedings in any such court the courts of England and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably and unconditionally agrees that a judgment in any such Proceedings brought in the English courts of England shall be conclusive and binding upon TMCC the Issuer and may be enforced in the courts of any other jurisdiction. . (4) Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . (5) Each of the Issuer and the New Guarantor irrevocably and unconditionally appoints Toyota Financial Services RB Secretariat Limited at its registered office for the time being (UKcurrently at 10th Floor, Beaufort House, 15 St. Botolph Street, London EC3A 7EE, England) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, fxx xxxxxxx xx xxxxxxx xx Xxxxxxx xx xxxxxxx xx any Proceedings and agrees that, undertakes that in the event of Toyota Financial Services (UK) PLC it ceasing so to act or ceasing to be registered in England, it will appoint another person with a registered office in London as its agent for that purpose. (6) Each of the Issuer and the New Guarantor: (a) agrees to procure that, so long as any of the Notes remains liable to prescription, there shall be in force an appointment of such a person with an office in London with authority to accept service as aforesaid; (b) agrees that failure by any such person to give notice of such service of process to the Issuer or the New Guarantor shall not impair the validity of such service or of any judgment based thereon; (c) consents to the service of process in England in respect of any ProceedingsProceedings by the airmailing of copies, postage prepaid, to the Issuer or the New Guarantor (as the case may be) in accordance with clause 5 of this Supplemental Agreement; and (d) agrees that nothing in the Agreement (including this Supplemental Agreement) shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC (2) Each party hereto hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holdersother parties hereto, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “"Proceedings”") arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each party hereto hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdictionjurisdiction (subject to the laws of the jurisdiction in which enforcement is sought). Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC any party hereto in any other court of competent jurisdictionjurisdiction (outside the Contracting States as defined in section 1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or notnot (subject to the laws of the relevant jurisdictions). TMCC Each of CIBA US, CIBA Germany, CIBA Bermuda and the Guarantor each hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx CIBA UK as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC CIBA UK ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. The Replacement Agent hereby appoints the Agent as its agent for service of process, and undertakes that, in the event of the Agent ceasing so to act or ceasing to be registered in England, it will appoint another person, as the Guarantor may approve, as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 30.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 30.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 30.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 30.5 The Issuer appoints Toyota Financial Services (UK) PLC the Ambassador of Great Burgh, Xxxxx the Republic of Iceland to the Court of St Xxxxx, Xxxxx' of 0X Xxxx Xxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxxx as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC the Ambassador ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law. 30.6 The Issuer irrevocably and unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 29.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 29.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations obligation arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 29.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 29.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 29.5 The Issuer appoints Toyota Financial Law Debenture Corporate Services (UK) PLC of Great BurghLimited at its registered office at 8th Floor, Xxxxx Xxxxx, Xxxxx000 Xxxxxxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx XX0X 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Law Debenture Corporate Services (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 29 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of England. 26.2 TMCC TCCI hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC TCCI hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC TCCI and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC TCCI in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC TCCI hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC (2) The Issuer hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Calculation Agent, the Paying Agents and the Relevant Account Holders, that (subject as provided below) the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) (a “Dispute”) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC . (3) The Issuer hereby irrevocably and unconditionally waives and agrees not to raise any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably and unconditionally agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuer and may be enforced in the courts of any other jurisdiction. . (4) Nothing contained in this Section 26 Clause shall limit any right (to the extent allowed by law) to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC . (5) The Issuer hereby appoints Toyota Financial Services General Counsel, Bank of Ireland (UK) PLC of Great Burghplc, Xxxxx XxxxxBow Bells House, XxxxxBread Street, Xxxxxx XX00 0XXLondon, Xxxxxxx EC4M 9BE (the “Process Agent”) as its agent for to accept on its behalf service of processprocess in England in connection with any Proceedings, and agrees has undertaken that, in the event of Toyota Financial Services (UK) PLC the Process Agent ceasing so to act or ceasing to be registered in Englandact, it will appoint another such other person as the Trustee may approve as its agent for that purpose. The Issuer will procure that, so long as this Agreement remains in force, there shall be in force an appointment of such a person approved by the Calculation Agent with an office in London with authority to accept service of as aforesaid. Nothing herein shall affect the right to serve process in England in respect of any Proceedings.other manner permitted by law. IN WITNESS whereof this Agreement has been entered into the day and year first above written. Baggot Plaza 00-00 Xxxxx Xxxxxx Xx Xxxxxx X00 XX00 Xxxxxxx Telefax No: 00 353 76 62 44667 Attention: Xxxxxxx X’Xxxxx By: .........................

Governing Law and Submission to Jurisdiction. 26.1 This Agreement and any non-contractual obligations arising out 37.1 The provisions of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby 37.2 Subject to subclause 37.4, the Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes dispute which may arise out of or in connection with this Agreement (including a dispute relating and accordingly submit to the exclusive jurisdiction of the English courts. 37.3 The Issuer waives any non-contractual obligations arising out objection to the courts of England on the grounds that they are an inconvenient or in connection with this Agreement), and that accordingly inappropriate forum. 37.4 The Agents may take any suit, action or proceedings (together referred to as “Proceedings”) proceeding arising out of or in connection with this Agreement (including any Proceedings relating together referred to any non-contractual obligations arising out of or in connection with this Agreementas Proceedings) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to against the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby number of jurisdictions. 37.5 The Issuer irrevocably and unconditionally appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as Ogier Global UK Limited at its agent registered office for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person time being as its agent for service of process in England in respect of any Proceedings and undertakes that in the event of it ceasing so to act it will appoint such other person as the Paying and Issuing Agent may approve as its agent for that purpose. 37.6 Each of the Agents irrevocably and unconditionally shall be notified at their respective registered office for the time being as its agent for service of process in England in respect of any Proceedings and undertakes that in the event of it ceasing so to act it will appoint another person with a registered office in London as its agent for service of process. 37.7 Each of the Issuer and the Agents: (a) agrees to procure that, so long as any of the Notes remain liable to prescription, there shall be in force an appointment of such a person approved by the Issuer with an office in London with authority to accept service as aforesaid; (b) agrees that failure by any such person to give notice of such service of process to the Issuer or the relevant Agent shall not impair the validity of such service or of any judgement based thereon; and (c) agrees that nothing in this Agreement shall affect the right to serve process in any other manner permitted by law. 37.8 The Issuer irrevocably and unconditionally waives and agrees not to raise with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence, and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement The validity, performance, and any non-contractual obligations arising out construction of or in connection with this Agreement Order shall be governed by, by and construed constructed in all respects in accordance with, with the laws of England. 26.2 TMCC the country, state or province (hereinafter referred to as the "territory") as shown in the Buyer's address on this Order. The Seller hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, agrees that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, legal action or proceedings (together referred against it with respect to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) Order may be brought in the courts of the territory and the Seller herby irrevocably submits for itself and in respect of its undertaking properties and assets generally and unconditionally to the non-exclusive jurisdiction of the courts of the territory. The parties agree that with respect to any proceedings in Singapore in connection with any matter or issue relating to this Order, appeal will lie from the appellate court in Singapore to the Judicial Committee of the Privy Council under the Judicial Committee Act (Chapter 148) (as may be amended from time to time) and each of them hereby further gives its consent that, in every case where it is a party to any such courtslegal proceedings, it shall be bound by any such appeal to, on any decision, ruling or order of, the Judicial Committee. TMCC The Seller further irrevocably consents to the service process out of the courts of the territory in any action or proceedings by the mailing of copies thereof by registered or certified prepaid post or facsimile to the Seller to its address specified herein (or at such other address as it may have designated by notice to the Buyer), such service to become effective seven (7) days after such mailing or on the date of despatch of such facsimile. Nothing herein shall affect the right to service of process in any other manner permitted by law. Nothing in this Clause shall limit the right of the Buyer to bring any proceedings with respect to this Order against the Seller in any court elsewhere. The Seller hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum suit, action or proceedings arising out of or relating to this Order selected by the Buyer and hereby further irrevocably agrees waives any claim that the venue so selected is not a judgment in convenient forum for any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdictionsuit, nor shall the taking of Proceedings in one action or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedingsproceeding.

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 30.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby as 30.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 30.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 30.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxElemental Process Agent Limited at its registered office at 00 Xxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxx Xxxxxxx as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Elemental Process Agent Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 29 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 31.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the 31.2 The courts of England are to have exclusive jurisdiction to settle any disputes which may arise of out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, legal action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (Proceedings) (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim courts whether on the ground of venue or on the ground that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in forum. This submission is made for the English courts benefit of each of the Paying Agents and, to the extent allowed by applicable law, shall be conclusive and binding upon TMCC and may be enforced in not limit the courts right of any other jurisdiction. Nothing contained in this Section 26 shall limit any right of them to take Proceedings against TMCC in any other court of competent jurisdiction, jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, jurisdiction (whether concurrently or not). TMCC hereby The Issuer and the Guarantor irrevocably appoints Toyota Financial Services Statoil (UKU.K.) PLC Limited (whose offices are at the date of Great Burghthis Agreement at Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx, XxxxxXxxxxxxxxx Xxxxxxx, Xxxxxx XX00 X0 0XX, Xxxxxxx ) as its their authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for service of process, and agrees thatthe Issuer and/or the Guarantor, in as the event case may be, shall forthwith, on request of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in Englandthe Agent, it will appoint another person as its a new agent for service of process in England in respect of any Proceedings.and deliver

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement it shall be governed by, and construed in accordance with, the laws of England. 26.2 TMCC 10.2 The Issuer hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Calculation Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “"Proceedings”") arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC The Issuer hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 Clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer hereby appoints Toyota Financial Services DNB Bank ASA (UKLondon branch) PLC of Great Burghfor the time being at 8th Floor, Xxxxx XxxxxThe Walbrook Building, Xxxxx00 Xxxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx XX0X 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services DNB Bank ASA (UKLondon branch) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person such other person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out every agreement for the issue and purchase of or Notes as referred to in connection with this Agreement clause 2 shall be governed by, and construed in accordance with, the laws of England. 26.2 TMCC (2) The Issuer, PT and PTC each hereby irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Dealers that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “"Proceedings”") arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Without prejudice to the foregoing, the Issuer, PT and PTC each further irrevocably agrees that any Proceedings may be brought in any New York State Court or United States Federal Court sitting in New York. The Issuer, PT and PTC each hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuer, PT and PTC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 herein shall limit any right to take Proceedings against TMCC the Issuer, PT or PTC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer, PT and PTC each hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxXxxxxxxx Chance Secretaries Limited at its registered office at 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX00 0XX, Xxxxxxx XX0X 0XX as its agent for service of processprocess in England and CT Corporation System at its registered office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XXX as its agent for service of process in New York and agrees that, in the event of Toyota Financial Services (UK) PLC either such agent ceasing so to act or ceasing to be registered in EnglandEngland or New York, as the case may be, it will appoint another person as its agent for service of process in England or New York, as the case may be, in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law. (3) If the Issuer is represented by an attorney or attorneys in connection with the signing and/or execution and/or delivery of this Agreement or any agreement or document referred to herein or made pursuant hereto and the relevant power or powers of attorney is or are expressed to be governed by the laws of The Netherlands, it is hereby expressly acknowledged and accepted by the other parties hereto that such laws shall govern the existence and extent of such attorney's or attorneys' authority and the effects of the exercise thereof.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement The Agency Agreement, the Notes and the Coupons and any non-contractual obligations arising out of or in connection with this Agreement shall be therewith are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby the Netherlands. The Issuer irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents Noteholders and the Relevant Account HoldersCouponholders, that the courts of England Amsterdam are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement the Notes, and/or the Coupons (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement)the Notes and/or the Coupons) and accordingly submits to the exclusive jurisdiction of the Amsterdam courts. [NOTICE: THIS NOTE IS ISSUED FOR TEMPORARY DEPOSIT WITH NEDERLANDS CENTRAAL INSTITUUT VOOR GIRAAL EFFECTENVERKEER B.V. (EUROCLEAR NEDERLAND) AT AMSTERDAM, THE NETHERLANDS. ANY PERSON BEING OFFERED THIS NOTE FOR TRANSFER OR ANY OTHER PURPOSE SHOULD BE AWARE THAT THEFT OR FRAUD IS ALMOST CERTAIN TO BE INVOLVED.](2) [NOTICE: THE CUSTODY OF THIS GLOBAL NOTE BY EUROCLEAR NEDERLAND SHALL BE SUBJECT TO EUROCLEAR NEDERLAND’S CONDITIONS AS IN FORCE FROM TIME TO TIME. THE ISSUER HEREBY DECLARES THAT IT WILL ABIDE BY THESE CONDITIONS.](2) [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]3 This Global Note is a Temporary Bearer Global Note (the “Global Note”) without interest Coupons in respect of a duly authorised issue of Notes (the “Notes”) of UNIVERSAL MUSIC GROUP N.V. (the “Issuer”) described, and that accordingly any suithaving the provisions specified, action or proceedings in the Final Terms attached hereto (together referred the “Final Terms”). References herein to the Conditions shall be to the Terms and Conditions of the Notes as “Proceedings”) arising set out of or in connection with this Schedule 2 to the Agency Agreement (including any Proceedings relating to any non-contractual obligations arising as defined below) as modified and supplemented by the information set out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdictionFinal Terms, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, but in the event of Toyota Financial Services any conflict between the provisions of that Schedule and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall bear the same meaning when used herein. This Global Note is issued subject to, and with the benefit of, the Conditions and an agency agreement (UKthe “Agency Agreement”, which expression shall be construed as a reference to that agreement as the same may be further amended, supplemented and/or restated from time to time) PLC ceasing dated 16 June 2022 and made between the Issuer, Citibank, N.A. as principal paying agent (the “Principal Paying Agent”) and the other agents named therein. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date or on such earlier date as any of the Notes represented by 1 ) To be used for Temporary Bearer Global Notes which are deposited with Euroclear and/or Clearstream Luxembourg or, as the case may be, Euroclear Nederland, subject to amendments as indicated. 2 ) Include only on Temporary Bearer Global Notes deposited with Euroclear Nederland. 3 The legend can be deleted if the Notes have an initial maturity of 365 days or less. this Global Note may become due and repayable in accordance with the Conditions, the amount payable on redemption of such Notes then represented by this Global Note becoming so due and repayable, and to act pay interest (if any) on the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon presentation and, at maturity, surrender of this Global Note to or ceasing to be registered the order of the Principal Paying Agent at [6th Floor, Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx]*00/[•]** or at the specified office of any of the other paying agents located outside the United States (except as provided in England, it will appoint another person as its agent for service of process in England the Conditions) from time to time appointed by the Issuer in respect of the Notes, but (in the case only of Notes subject to TEFRA D selling restrictions, as indicated in the Final Terms, (“TEFRA D Notes”) in each case subject to the requirements as to certification provided herein. If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking, S.A. (together, the “relevant Clearing Systems”). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any Proceedingstime (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the applicable Final Terms indicate that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or III of Schedule One or in Schedule Two. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that: (a) if the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or (b) if the applicable Final Terms indicate that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of the Notes represented by this Global Note shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement (a) The Agency Agreement, the Guarantee, the Notes and the Coupons and any non-non- contractual obligations arising out of or in connection with this Agreement shall be the Agency Agreement, the Guarantee, the Notes and the Coupons are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees(b) Subject to paragraph (c) below, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations obligations) which may arise out of or in connection with the Guarantee, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with this Agreement)the Guarantee, and that accordingly any suit, action the Notes or proceedings the Coupons (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim courts whether on the ground of venue or on the ground that any such the Proceedings have been brought in an inconvenient forum forum. (c) This paragraph (c) is for the benefit of each of the Noteholders and hereby further irrevocably agrees that a judgment in any such Proceedings brought in Couponholders only. To the English courts shall be conclusive extent permitted by applicable law, each of the Noteholders and binding upon TMCC and Couponholders may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC the Issuer and/or the Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdictionnumber of jurisdictions. (d) Each of the Issuer and the Guarantor irrevocably appoints Statoil (U.K.) Limited at its registered office in England for the time being at Xxx Xxxxxxx Xxxxxx, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxXxxxxxxxxx Xxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for X0 0XX to receive service of process, and agrees that, process in any Proceedings in England based on any of the event of Toyota Financial Services (UK) PLC ceasing so to act Notes or ceasing to be registered Coupons. If for any reason the Issuer or Guarantor does not have such an agent in England, it will promptly appoint another person as its a substitute process agent for service and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in England in respect of any Proceedingsother manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 35.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 35.2 Each party hereto hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, agrees that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each party hereto hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC any party hereto in any other court of competent jurisdictionjurisdiction (outside the contracting States as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC Each of PTIF, PT, PTC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxxxxx Chance Secretaries Limited at its registered office at 00 Xxxxx Xxxxx, XxxxxXxxx Xxxxxx, Xxxxxx XX00 0XX, Xxxxxxx X00 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Xxxxxxxx Chance Secretaries Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law. If the Issuer is represented by an attorney or attorneys in connection with the signing and/or execution and/or delivery of this Agreement or any agreement or document referred to herein or made pursuant hereto and the relevant power or powers of attorney is or are expressed to be governed by the laws of The Netherlands or the Republic of Portugal (as applicable), it is hereby expressly acknowledged and accepted by the other parties hereto that such laws shall govern the existence and extent of such attorney’s or attorneys’ authority and the effects of the exercise thereof.

Governing Law and Submission to Jurisdiction. 26.1 33.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement it shall be governed by, by and construed in accordance with, the laws of Englandwith English law. 26.2 TMCC hereby 33.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 33.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 33.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 33.5 The Issuer appoints Toyota Financial Services Ocorian Corporate Service (UK) PLC of Great BurghLimited at its registered office at 00 Xxxxxxxxx Xxxxxx, Xxxxx XxxxxXxxxxx, Xxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxxx as its agent for service of processprocess in England, and agrees undertakes that, in the event of Toyota Financial Services Ocorian Corporate Service (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. 33.6 The Issuer irrevocably and unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement made or given in connection with any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 35.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 35.2 Each party hereto hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, agrees that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each party hereto hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC any party hereto in any other court of competent jurisdictionjurisdiction (outside the contracting States as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC Each of the Issuer and the Guarantor hereby appoints Toyota Financial TMF Corporate Services (UK) PLC of Great BurghLimited at its registered office at Xx. Xxxxxx Xxxxxx, Xxxxx Xxxxx5th Floor, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx London EC4A 3AE as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial TMF Corporate Services (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law. If the Issuer or the Guarantor is represented by an attorney or attorneys in connection with the signing and/or execution and/or delivery of this Agreement or any agreement or document referred to herein or made pursuant hereto and the relevant power or powers of attorney is or are expressed to be governed by the laws of the Netherlands, the Republic of Portugal or the Federative Republic of Brazil (as applicable), it is hereby expressly acknowledged and accepted by the other parties hereto that such laws shall govern the existence and extent of such attorney’s or attorneys’ authority and the effects of the exercise thereof.

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby 30.2 Each of the parties hereto irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account HoldersAgents, that the courts of England are to shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes (respectively, Proceedings and Disputes), which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings or Disputes relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in and, for such purposes, irrevocably submits to the jurisdiction of such courts. TMCC hereby The Bank irrevocably waives any objection which it may might now or hereafter have to the laying courts of England being nominated as the venue of forum to hear and determine any such Proceedings in and to settle any such court Disputes and any agrees not to claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably court is not a convenient or appropriate forum. 30.3 The Bank agrees that the process by which any Proceedings in England are begun may be served on it by being delivered to its London branch at Xxx Xxxxxx Xxxx, London EC4V 5AN. In the event of the Bank's London branch ceasing so to act or ceasing to be registered in England, the Bank shall forthwith appoint a judgment person in England to accept service of process on its behalf in England and notify the name and address of such person to each Paying Agent and each Registrar, and failing such appointment within 15 days, any such Proceedings brought in the English courts Paying Agent or any Registrar shall be conclusive and binding upon TMCC and may be enforced in entitled to appoint such a person by notice to the courts of any other jurisdictionBank. Nothing contained herein shall affect the right to serve process in this Section 26 any other manner permitted by law. 30.4 The submission to the jurisdiction of the courts in England shall not (and shall not be construed so as to) limit the right of the Paying Agents, the Principal Registrar or the Alternative Registrar or any right of them to take Proceedings against TMCC the Bank in any other court of competent jurisdiction, jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, jurisdiction (whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, if and agrees that, in to the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedingsextent permitted by applicable law.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit (2) Each of the Registrar, the Transfer Agent, the Paying Agents Issuers and the Relevant Account Holders, Programme Agents irrevocably agrees that (subject as provided below) the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) (a “Dispute”) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating related to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . (3) Each of the Issuers and the Programme Agents irrevocably and unconditionally waives and agrees not to raise any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably and unconditionally agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuers or, as the case may be, the Programme Agents and may be enforced in the courts of any other jurisdiction. . (4) Nothing contained in this Section 26 Clause shall limit any right (to the extent allowed by law) to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC . (5) Each Issuer hereby appoints Toyota Financial Services General Counsel, Bank of Ireland (UK) PLC of Great Burghplc, Xxxxx XxxxxBow Bells House, XxxxxBread Street, Xxxxxx XX00 0XXLondon, Xxxxxxx EC4M 9BE (the “Process Agent”) as its agent for to accept on its behalf service of processprocess in England in connection with any Proceedings, and agrees has undertaken that, in the event of Toyota Financial Services (UK) PLC the Process Agent ceasing so to act or ceasing to be registered in Englandact, it will appoint another such other person as the Trustee may approve as its agent for that purpose. The Issuers will procure that, so long as this Agreement remains in force, there shall be in force an appointment of such a person approved by the Agent with an office in London with authority to accept service of as aforesaid. Nothing herein shall affect the right to serve process in England in respect of any Proceedingsother manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 29.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC 29.2 Each of the parties to this Agreement hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account HoldersAgents, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each of the parties to this Agreement hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing To the extent permitted by law, nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or notnot if and to the extent permitted by applicable law. TMCC The Issuer hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Ericsson Ltd. at its registered office at 14th Xxxxx, Xxxxxx XX00 0XXXxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx, XX0 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Ericsson Ltd. ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 30.2 The Issuer and the Guarantors each irrevocably agrees, agree for the exclusive benefit of the Registrar, the Transfer Agent, Trustee and the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 30.3 The Issuer and the Guarantors each irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 30.4 Nothing contained in this Section 26 clause, and to the extent permitted by law, shall limit any right to take Proceedings against TMCC the Issuer or any Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 30.5 The Issuer, Urenco Nederland B.V., Urenco Deutschland GmbH and Louisiana Energy Services, LLC each appoints Toyota Financial Services (UK) PLC of Great BurghUrenco Limited at its registered office at Urenco Court, Xxxxx XxxxxSefton Park, XxxxxBells Hill, Xxxxxx XX00 0XXStoke Pages, Xxxxxxx Buckinghamshire, SL2 4JS, United Kingdom as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Urenco Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 30 shall affect the right to serve process in any other manner permitted by law. 30.6 If the Issuer and/or Urenco Nederland B.V. and/or Urenco Deutschland GmbH and/or Louisiana Energy Services, LLC is represented by an attorney or attorneys in connection with the signing and/or execution and/or delivery of this Agreement or any agreement or document referred to herein or made pursuant hereto and the relevant power or powers of attorney is or are expressed to be governed by the laws of The Netherlands, it is hereby expressly acknowledged and accepted by the other parties hereto that such laws shall govern the existence and extent of such attorney's or attorneys' authority and the effects of the exercise thereof.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement The Agency Agreement, the Notes and the Coupons and any non-contractual obligations arising out of or in connection with this Agreement shall be therewith are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby the Netherlands. The Issuer irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents Noteholders and the Relevant Account HoldersCouponholders, that the courts of England Amsterdam are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement the Notes, and/or the Coupons (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement)the Notes and/or the Coupons) and accordingly submits to the exclusive jurisdiction of the Amsterdam courts. [NOTICE: THIS NOTE IS ISSUED FOR TEMPORARY DEPOSIT WITH NEDERLANDS CENTRAAL INSTITUUT VOOR GIRAAL EFFECTENVERKEER B.V. (EUROCLEAR NEDERLAND) AT AMSTERDAM, THE NETHERLANDS. ANY PERSON BEING OFFERED THIS NOTE FOR TRANSFER OR ANY OTHER PURPOSE SHOULD BE AWARE THAT THEFT OR FRAUD IS ALMOST CERTAIN TO BE INVOLVED.](2) [NOTICE: THE CUSTODY OF THIS GLOBAL NOTE BY EUROCLEAR NEDERLAND SHALL BE SUBJECT TO EUROCLEAR NEDERLAND’S CONDITIONS AS IN FORCE FROM TIME TO TIME. THE ISSUER HEREBY DECLARES THAT IT WILL ABIDE BY THESE CONDITIONS.](2) [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]3 This Global Note is a Temporary Bearer Global Note (the “Global Note”) without interest Coupons in respect of a duly authorised issue of Notes (the “Notes”) of UNIVERSAL MUSIC GROUP N.V. (the “Issuer”) described, and that accordingly any suithaving the provisions specified, action or proceedings in the Final Terms attached hereto (together referred the “Final Terms”). References herein to the Conditions shall be to the Terms and Conditions of the Notes as “Proceedings”) arising set out of or in connection with this Schedule 1 to the Agency Agreement (including any Proceedings relating to any non-contractual obligations arising as defined below) as modified and supplemented by the information set out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdictionFinal Terms, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, but in the event of Toyota Financial Services any conflict between the provisions of that Schedule and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall bear the same meaning when used herein. This Global Note is issued subject to, and with the benefit of, the Conditions and an amended and restated agency agreement dated 23 May 2023 (UKthe “Agency Agreement”, which expression shall be construed as a reference to that agreement as the same may be further amended, supplemented and/or restated from time to time) PLC ceasing and made between the Issuer, Citibank, N.A. as principal paying agent (the “Principal Paying Agent”) and the other agents named therein. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date or on such earlier date as any of the Notes represented by 1 ) To be used for Temporary Bearer Global Notes which are deposited with Euroclear and/or Clearstream Luxembourg or, as the case may be, Euroclear Nederland, subject to amendments as indicated. 2 ) Include only on Temporary Bearer Global Notes deposited with Euroclear Nederland. 3 The legend can be deleted if the Notes have an initial maturity of 365 days or less. this Global Note may become due and repayable in accordance with the Conditions, the amount payable on redemption of such Notes then represented by this Global Note becoming so due and repayable, and to act pay interest (if any) on the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon presentation and, at maturity, surrender of this Global Note to or ceasing to be registered the order of the Principal Paying Agent at [6th Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom]*45/[•]** or at the specified office of any of the other paying agents located outside the United States (except as provided in England, it will appoint another person as its agent for service of process in England the Conditions) from time to time appointed by the Issuer in respect of the Notes, but (in the case only of Notes subject to TEFRA D selling restrictions, as indicated in the Final Terms, (“TEFRA D Notes”) in each case subject to the requirements as to certification provided herein. If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking, S.A. (together, the “relevant Clearing Systems”). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any Proceedingstime (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the applicable Final Terms indicate that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or III of Schedule One or in Schedule Two. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that: (a) if the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or (b) if the applicable Final Terms indicate that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of the Notes represented by this Global Note shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled.

Governing Law and Submission to Jurisdiction. 26.1 10.15.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement the documents to be entered into pursuant to it, save as expressly referred to therein, shall be governed by, by and construed in accordance with, with English law and all the laws of England. 26.2 TMCC hereby parties irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, agree that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and such documents. 10.15.2 Dominion and the Vendors irrevocably agree that a final judgment or order (including a dispute relating which is not subject to any non-contractual obligations arising out appeal) of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together court referred to as “Proceedings”) arising out of or in this Clause in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be is conclusive and binding upon TMCC on each of them and may be enforced against it in the courts of any other jurisdiction. Nothing contained . 10.15.3 Dominion and the Vendors irrevocably consent to service of process or any other documents in connection with proceedings in any court by facsimile transmission, personal service, delivery at any address specified in this Section 26 shall limit Agreement or any right to take Proceedings against TMCC other usual address, mail or in any other court manner permitted by English law, the law of competent jurisdiction, nor the place of service or the law of the jurisdiction where proceedings are instituted. 10.15.4 Dominion and the Vendors shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in respect connection with this Agreement for a period of two years from the date of this Agreement. Such agent shall initially be Hackwood Secretaries Limited currently of One Silk Street, London EC2Y 8HQ and any Proceedingswrit, judgment xx xxxxx xxxxxx xx xxxxx xxxxxxx shall be sufficiently served on Dominion and the Vendors if delivered to such agent at its address for the time being. Dominion and the Vendors irrevocably undertake not to revoke the authority of the above agent during the two year period referred to above. 10.15.5 The Vendors hereby appoint Hackwood Secretaries Limited, at its registered office for the time being, (being at the date hereof at One Silk Street, London EC2Y 8HQ), to act as its agent to xxxxxx xxxxxxx xx xxxxxxx xxx of the English Courts in relation to all matters arising out of this Agreement. In witness whereof this Agreement has been duly executed. SIGNED by Thos. E. Capps on behalf of DOMINION RESOURCES, INC. ix xxx xxesence of: A.G. Hickinbottom SIGNED by Thomas F. Farrell, II Vice Xxxxxxxxx xx XXI UK, Inc. on xxxxxx xx XX XXXXXXXXAM INVESTMENTS in the presence of: A.G. Hickinbottom SIGNED by Edgar M. Roach on behalf ox XXX X.X., XXX. in the presenxx xx: A.G. Hickinbottom SIGNED by (NOT LEGIBLE) on behalf of XXXXXXXX INVESTMENTS LIMITED in the presence of: (NOT LEGIBLE) SIGNED by (NOT LEGIBLE) on behalf of POWERGEN PLC in the presence of: A.G. Hickinbottom Schedule 1 Part 1 Particulars of Vendors, Shares Sold etc. (1) (2) Names and Addresses of Shares Sold Vendors DR Nottingham Investments 636,742,800 PO Box 444, Woodyard Lane, Wollaton, Nottingham NG8 1EZ DEI U.K., Inc. 0,000,000 000 E. Byrd Street Richmond Virginia 23219 Xxxx 2 Particulars of the Company Registered Number: 3277352 Registered Office: PO Box 444, Woodyward Lane, Wollatox, Xxxxxxxxxx XX0 0XX Xxxx xxx xxxxx xx xxxxxxxxxxxxx: 0xx Xxxxxxxx 0000, Xxxxxxx & Xxxxs Directors: XXX XX, Xxx., Xxxxxxxx Xxergy U.K., Inc. Secretary: DEI UK, Inc. Issued and fully paid-up 639,300,010 Ordinary Shares of Share Capital: (Pound)1 each Schedule 2 Directors of Group Companies to resign on Completion Name Thos. E. Capps Thomas F. Farrell, II Edgar M. Roach Xxxxiam G. Thomxx Xxxxx X. Trueheart Xxxxas N. Chewnxxx Xxxid L. Heavexxxxxx XEI UK Inc. Xxxxxxxx Energy UK Xxx. Schedule 3

Governing Law and Submission to Jurisdiction. 26.1 This Agreement (a) The Agency Agreement, the Guarantee, the Notes and the Coupons and any non-contractual noncontractual obligations arising out of or in connection with this Agreement shall be the Agency Agreement, the Guarantee, the Notes and the Coupons are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees(b) Subject to paragraph (c) below, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations obligations) which may arise out of or in connection with the Guarantee, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with this Agreement)the Guarantee, and that accordingly any suit, action the Notes or proceedings the Coupons (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim courts whether on the ground of venue or on the ground that any such the Proceedings have been brought in an inconvenient forum forum. (c) This paragraph (c) is for the benefit of each of the Noteholders and hereby further irrevocably agrees that a judgment in any such Proceedings brought in Couponholders only. To the English courts shall be conclusive extent permitted by applicable law, each of the Noteholders and binding upon TMCC and Couponholders may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC the Issuer and/or the Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdictionnumber of jurisdictions. Each of the Issuer and the Guarantor irrevocably appoints Equinor UK Limited at its registered office in England for the time being at Xxx Xxxxxxx Xxxxxx, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxXxxxxxxxxx Xxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for X0 0XX to receive service of process, and agrees that, process in any Proceedings in England based on any of the event of Toyota Financial Services (UK) PLC ceasing so to act Notes or ceasing to be registered Coupons. If for any reason the Issuer or Guarantor does not have such an agent in England, it will promptly appoint another person as its a substitute process agent for service and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in England in respect of any Proceedingsother manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 10.2 The parties irrevocably agrees, agree for the exclusive their mutual benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 10.3 The parties irrevocably waives any objection which it they may respectively have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 10.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 10.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx [ENTER NAME] as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC [ISSUER NAME] ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 10 shall affect the right to serve process in any other manner permitted by law. This Agreement has been entered into on the date stated at the beginning of this Agreement. By: [Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX] Telephone: Email: By: Series number Issue Date Maturity Date [●] [●] October 2022 Title and Nominal Amount Annotation by Calculation Agent/Issuer [If the relevant Notes are in global form the notice of the exercise of the put option contained in Condition 9(f) (Redemption at the option of the Noteholders) should be submitted in accordance with the applicable rules and procedures of Euroclear, Clearstream, Luxembourg and/or other relevant clearing systems (as the case may be) and if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent.] To: [Paying Agent] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(f) (Redemption at the option of Noteholders), the undersigned Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 9(f) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees(2) Subject to subclause (4) below, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating a Dispute) and accordingly Xxxxxxxxxx and each Agent in relation to any non-contractual obligations arising out Dispute submits to the jurisdiction of or in connection with this Agreement) may be brought in such courts. TMCC hereby . (3) For the purposes of this clause 31, Xxxxxxxxxx irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings suit, action or proceedings (together referred to as Proceedings) in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained . (4) To the extent allowed by law, each of the Agents may, in this Section 26 shall limit respect of any right to Dispute or Disputes, take (i) Proceedings against TMCC Stellantis in any other court of competent jurisdiction, nor shall the taking of and (ii) concurrent Proceedings in one or more jurisdictions preclude jurisdictions. (5) The Issuer appoints Fiat Chrysler Automobiles UK Ltd at its registered office for the taking of Proceedings in any other jurisdictiontime being at Pinley House, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh0 Xxxxxxx Xxx, Xxxxx XxxxxXxxxxxxx, XxxxxXxxx Xxxxxxxx, Xxxxxx XX00 XX0 0XX, Xxxxxxx XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (Fiat Chrysler Automobiles UK) PLC , Ltd ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this subclause (5) shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the 10.2 The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, legal action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (Proceedings) (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby The Issuer [and the Guarantor each] irrevocably submits to the jurisdiction of such courts and waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim courts whether on the ground of venue or on the ground that any such the Proceedings have been brought in an inconvenient forum forum. This submission is made for the benefit of the Calculation Agent and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall not limit any its right to take Proceedings against TMCC in any other court of competent jurisdiction, jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, jurisdiction (whether concurrently or not. TMCC hereby ). 10.3 The Issuer [and the Guarantor each] irrevocably appoints Toyota Financial Services Equinor UK Limited (UK) PLC whose offices are at the date of Great Burghthis Agreement at Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx, XxxxxXxxxxxxxxx Xxxxxxx, Xxxxxx XX00 X0 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any ProceedingsProceedings in England. If for any reason such agent shall cease to be such agent for service of process, the Issuer shall forthwith, on request of the Calculation Agent, appoint a new agent for service of process in England and deliver to the Calculation Agent a copy of the new agent's acceptance of that appointment within 30 days. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees10.2 Subject to subclause 10.4, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes dispute which may arise out of or in connection with this Agreement (Agreement, including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), (a Dispute) and, accordingly, the Issuer and that accordingly each Guarantor in relation to any Dispute submits to the jurisdiction of such courts. 10.3 For the purposes of this clause 10, the Issuer and the Guarantors hereby irrevocably waive any objection which it may have now or hereafter to the laying of the venue of any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim on the grounds that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment forum. 10.4 To the extent allowed by law, the Calculation Agent may, in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts respect of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to Dispute or Disputes, take (i) Proceedings against TMCC the Issuer or any Guarantor in any other court of competent jurisdiction, nor shall the taking of and (ii) concurrent Proceedings in one or more jurisdictions preclude jurisdictions. 10.5 The Issuer and each Guarantor appoints Luxottica UK Ltd. at its registered office for the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person time being as its agent for service of process in England in respect of any ProceedingsProceedings and undertakes that in the event of it ceasing so to act it will appoint such other person as the Trustee may approve as its agent for that purpose. 10.6 The Issuer and each Guarantor and the Calculation Agent: (a) agrees to procure that, so long as any of the Notes remain liable to prescription, there shall be in force an appointment of such a person approved by the Trustee with an office in London with authority to accept service as aforesaid; (b) agrees that failure by any such person to give notice of such service of process to the Issuer or the Guarantors or the Calculation Agent shall not impair the validity of such service or of any judgment based thereon; and (c) agrees that nothing in this Agreement shall affect the right to serve process in any other manner permitted by law. 10.7 WITHOUT PREJUDICE TO SUBCLAUSE 10.2 TO 10.4, EACH OF THE ISSUER AND THE GUARANTORS WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT. THESE CONDITIONS MAY BE FILED AS A WRITTEN CONSENT TO A BENCH TRIAL. This Agreement has been entered into on the date stated at the beginning of this Agreement. By: By: By: [CALCULATION AGENT] [Address of Calculation Agent] Telex No: [·] Telefax No: [·] Attention: [·] By: 00, xxx xx Xxxxxxxxx Xxxxxx — Hesperange X-0000 Xxxxxxxxxx Telex No: [·] Telefax No: [·] Attention: [·] [title of relevant Series of Notes] By depositing this duly completed Notice with any Paying Agent for the above Series of Notes (the Notes) the undersigned holder of the Notes surrendered with this Notice and referred to below irrevocably exercises its option to have [the full/ ] nominal amount of the Notes redeemed in accordance with Condition 6.4 (Redemption and Purchase — Redemption at the option of the Noteholders (Investor Put)) on [redemption date]. This Notice relates to Notes in the aggregate nominal amount of bearing the following serial numbers: If the Notes referred to above are to be returned to the undersigned under clause 10.4 of the Agency Agreement, they should be returned by post to:

Governing Law and Submission to Jurisdiction. 26.1 4.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of England. 26.2 TMCC 4.2 The Issuer hereby irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Dealers that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Restated and Amended Programme Agreement as supplemented by this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with the Restated and Amended Programme Agreement as supplemented by this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC The Issuer hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 herein shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer hereby appoints Toyota Financial Services (UK) PLC of Great BurghPepsiCo International Limited at its registered office for the time being at the date hereof 3 Xxx Xxxx, Xxxxx XxxxxXxxxxxxx, XxxxxXxxxxx, Xxxxxx XX00 XX0 0XX, Xxxxxxx (Attention: Division Counsel) as its agent for service of process, process and agrees that, in the event of Toyota Financial Services (UK) PLC PepsiCo International Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law. The Issuer hereby irrevocably and unconditionally waives with respect to this Agreement any right to claim immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 33.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement it shall be governed by, by and construed in accordance with, the laws of Englandwith English law. 26.2 TMCC hereby 33.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 33.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 33.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 33.5 The Issuer appoints Toyota Financial Services Ocorian Corporate Service (UK) PLC of Great BurghLimited at its registered office at 00 Xxxxxxxxx Xxxxxx, Xxxxx XxxxxXxxxxx, Xxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxxx as its agent for service of processprocess in England, and agrees undertakes that, in the event of Toyota Financial Services Ocorian Corporate Service (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. 33.6 The Issuer irrevocably and unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement made or given in connection with any Proceedings.‌

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC (2) Each party hereto hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holdersother parties hereto, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “"Proceedings”") arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each party hereto hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdictionjurisdiction (subject to the laws of the jurisdiction in which enforcement is sought). Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC any party in any other court of competent jurisdictionjurisdiction (outside the Contracting States, as defined in section 1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or notnot (subject to the laws of the relevant jurisdictions). TMCC The [Issuer and the] Guarantor [each] hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx the [Issuer/CIBA Specialty Chemicals PLC] as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC [the Issuer/CIBA Specialty Chemicals PLC] ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings. [The Calculation Agent hereby appoints [ ] as its agent for service of process, and undertakes that, in the event of [ ] ceasing so to act or ceasing to be registered in England, it will appoint another person, as the relevant Issuer or the Guarantor may approve, as its agent for service of process in England in respect of any Proceedings]. Nothing herein shall affect the right to serve process in any manner permitted by law. (3) This Agreement does not create any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a parxx xx xxis Agreement.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement (a) The Agency Agreement, the Guarantee, the Notes and the Coupons and any non-non- contractual obligations arising out of or in connection with this Agreement shall be the Agency Agreement, the Guarantee, the Notes and the Coupons are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees(b) Subject to paragraph (c) below, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations obligations) which may arise out of or in connection with the Guarantee, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with this Agreement)the Guarantee, and that accordingly any suit, action the Notes or proceedings the Coupons (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim courts whether on the ground of venue or on the ground that any such the Proceedings have been brought in an inconvenient forum forum. (c) This paragraph (c) is for the benefit of each of the Noteholders and hereby further irrevocably agrees that a judgment in any such Proceedings brought in Couponholders only. To the English courts shall be conclusive extent permitted by applicable law, each of the Noteholders and binding upon TMCC and Couponholders may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC the Issuer and/or the Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdictionnumber of jurisdictions. (d) Each of the Issuer and the Guarantor irrevocably appoints Equinor UK Limited at its registered office in England for the time being at Xxx Xxxxxxx Xxxxxx, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxXxxxxxxxxx Xxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for X0 0XX to receive service of process, and agrees that, process in any Proceedings in England based on any of the event of Toyota Financial Services (UK) PLC ceasing so to act Notes or ceasing to be registered Coupons. If for any reason the Issuer or Guarantor does not have such an agent in England, it will promptly appoint another person as its a substitute process agent for service and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in England in respect of any Proceedingsother manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 34.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC 34.2 The Issuer hereby irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute any disputes relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Without prejudice to the foregoing, the Issuer further irrevocably agrees that any Proceedings may be brought in any New York State or United States Federal Court sitting in New York. The Issuer hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English such courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer hereby appoints Toyota Financial Services (UK) PLC of Great BurghThe Swedish Trade & Invest Council at its registered office at 0 Xxxxx Xxxxxxx Xxxxxx, Xxxxx XxxxxXxxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx X0X 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC The Swedish Trade & Invest Council ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 28.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the 28.2 The courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of dispute (a "Dispute"), arising from or in connection connected with this Agreement (including a dispute relating to any non-contractual obligations arising out regarding the existence, validity or termination of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings or relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courtsor the consequences of its nullity. TMCC hereby irrevocably waives The parties agree that the courts of England are the most appropriate and convenient courts to settle any objection which it may have Dispute and, accordingly, that they will not argue to the laying contrary. This clause 28.2 is for the benefit of the venue of Paying Agents and the Trustee only. As a result, nothing in this Clause 28.2 prevents the Paying Agents or the Trustee from taking proceedings relating to a Dispute ("Proceedings") in any such other courts with jurisdiction. To the extent allowed by law, the Paying Agents and the Trustee may take concurrent Proceedings in any such court number of jurisdictions. 28.3 The Issuer irrevocably and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in unconditionally appoints Advokatfirmaet Thommessen AS at its registered office for the English courts shall be conclusive and binding upon TMCC and may be enforced in time being (at the courts of any other jurisdictionIssue Date being Paternoster House, 00 Xx. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxXxxx'x Xxxxxxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxxx as its agent for service of process, Xxxxxx Xxxxxxx) and agrees that, in the event of Toyota Financial Services (UK) PLC its ceasing so to act or ceasing to be registered in England, it will appoint another such other person as its agent the Principal Payment Agent may approve and as the Issuer may nominate in writing to the Principal Paying Agent for the purpose to accept service of process on its behalf in England in respect of any Proceedings. The Issuer: (a) agrees to procure that, so long as any of the Notes remains liable to prescription, there shall be in force an appointment of such a person approved by the Principal Paying Agent with an office in London with authority to accept service as aforesaid; (b) agrees that nothing in these presents shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 34.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement it shall be governed by, by and construed in accordance with, the laws of Englandwith English law. 26.2 TMCC hereby 34.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 34.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 34.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 34.5 The Issuer appoints Toyota Financial Services Ocorian Corporate Service (UK) PLC of Great BurghLimited at its registered office at 00 Xxxxxxxxx Xxxxxx, Xxxxx XxxxxXxxxxx, Xxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxxx as its agent for service of processprocess in England, and agrees undertakes that, in the event of Toyota Financial Services Ocorian Corporate Service (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. 34.6 The Issuer irrevocably and unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement made or given in connection with any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 31.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees31.2 Subject to subclause 31.4, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes dispute which may arise out of or in connection with this Agreement (Agreement, including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), (a Dispute) and, accordingly, the Issuer and that accordingly each Guarantor in relation to any Dispute submits to the jurisdiction of such courts. 31.3 For the purposes of this clause 31, the Issuer and the Guarantors hereby irrevocably waive any objection which it may have now or hereafter to the laying of the venue of any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim on the grounds that that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment forum. 31.4 To the extent allowed by law, the Paying Agents may, in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts respect of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to Dispute or Disputes, take (i) Proceedings against TMCC the Issuer or any Guarantor in any other court of competent jurisdiction, nor shall the taking of and (ii) concurrent Proceedings in one or more jurisdictions preclude jurisdictions. 31.5 The Issuer and each Guarantor appoints Luxottica UK Ltd. at its registered office for the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person time being as its agent for service of process in England in respect of any ProceedingsProceedings and undertakes that in the event of it ceasing so to act it will appoint such other person as the Trustee may approve as its agent for that purpose. 31.6 The Issuer and each Guarantor and the Paying Agents: (a) agrees to procure that, so long as any of the Notes remain liable to prescription, there shall be in force an appointment of such a person approved by the Trustee with an office in London with authority to accept service as aforesaid; (b) agrees that failure by any such person to give notice of such service of process to the Issuer or the Guarantors or the relevant Paying Agent shall not impair the validity of such service or of any judgment based thereon; and (c) agrees that nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 10.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 10.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Calculation Agent that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 10.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 10.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 10.5 The Issuer appoints Toyota Financial Wilmington Trust SP Services (UKLondon) PLC of Great BurghLimited at its registered office at Third Floor, Xxxxx Xxxxx, Xxxxx1 King’s Xxxx Xxxx, Xxxxxx XX00 0XX, Xxxxxxx XX0X 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Wilmington Trust SP Services (UKLondon) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings. Nothing in this clause 10 shall affect the right to serve process in any other manner permitted by law. 10.6 This Agreement has been entered into on the date stated at the beginning of this Agreement. By: [CALCULATION AGENT] [Address of Calculation Agent] Telefax No: [•] Attention: [•] By: 00, xxx xx Xxxxxxxxx Xxxxxx – Hesperange X-0000 Xxxxxxxxxx Grand Duchy of Luxembourg Telefax No: [•] Attention: [•] Series Number Issue Date Maturity Date (if any) Title and Nominal Amount NGN [Yes/No] Annotation by Calculation Agent/Issuer

Governing Law and Submission to Jurisdiction. 26.1 This Agreement The Agency Agreement, the Notes and the Coupons and any non-contractual obligations arising out of or in connection with this Agreement shall be therewith are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby the Netherlands. The Issuer irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents Noteholders and the Relevant Account HoldersCouponholders, that the courts of England Amsterdam are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement the Notes, and/or the Coupons (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement)the Notes and/or the Coupons) and accordingly submits to the exclusive jurisdiction of the Amsterdam courts. [NOTICE: THIS NOTE IS ISSUED FOR TEMPORARY DEPOSIT WITH NEDERLANDS CENTRAAL INSTITUUT VOOR GIRAAL EFFECTENVERKEER B.V. (EUROCLEAR NEDERLAND) AT AMSTERDAM, THE NETHERLANDS. ANY PERSON BEING OFFERED THIS NOTE FOR TRANSFER OR ANY OTHER PURPOSE SHOULD BE AWARE THAT THEFT OR FRAUD IS ALMOST CERTAIN TO BE INVOLVED.](2) [NOTICE: THE CUSTODY OF THIS GLOBAL NOTE BY EUROCLEAR NEDERLAND SHALL BE SUBJECT TO EUROCLEAR NEDERLAND’S CONDITIONS AS IN FORCE FROM TIME TO TIME. THE ISSUER HEREBY DECLARES THAT IT WILL ABIDE BY THESE CONDITIONS.](2) [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]3 This Global Note is a Temporary Bearer Global Note (the “Global Note”) without interest Coupons in respect of a duly authorised issue of Notes (the “Notes”) of UNIVERSAL MUSIC GROUP N.V. (the “Issuer”) described, and that accordingly any suithaving the provisions specified, action or proceedings in the Final Terms attached hereto (together referred the “Final Terms”). References herein to the Conditions shall be to the Terms and Conditions of the Notes as “Proceedings”) arising set out of or in connection with this Schedule 1 to the Agency Agreement (including any Proceedings relating to any non-contractual obligations arising as defined below) as modified and supplemented by the information set out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdictionFinal Terms, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, but in the event of Toyota Financial Services any conflict between the provisions of that Schedule and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall bear the same meaning when used herein. This Global Note is issued subject to, and with the benefit of, the Conditions and an amended and restated agency agreement dated 29 May 2024 (UKthe “Agency Agreement”, which expression shall be construed as a reference to that agreement as the same may be further amended, supplemented and/or restated from time to time) PLC ceasing so and made between the Issuer, Citibank, N.A. as principal paying agent (the “Principal Paying Agent”) and the other agents named therein. For value received the Issuer, subject to act and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date or ceasing on such earlier date as any of the Notes represented by 1 To be used for Temporary Bearer Global Notes which are deposited with Euroclear and/or Clearstream Luxembourg or, as the case may be, Euroclear Nederland, subject to be registered in England, it will appoint another person amendments as its agent for service of process in England in respect of any Proceedingsindicated.

Governing Law and Submission to Jurisdiction. 26.1 34.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 34.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute any disputes relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 34.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing . 34.4 To the extent allowed by law, nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 34.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx Kvika Securities Ltd. as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Kvika Securities Ltd. ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 33.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC 33.2 The Issuer hereby irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute any disputes relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Without prejudice to the foregoing, the Issuer further irrevocably agrees that any Proceedings may be brought in any New York State or United States Federal Court sitting in New York. 33.3 The Issuer hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English such courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC . 33.4 The Issuer hereby appoints Toyota Financial Services (UK) PLC of Great BurghThe Swedish Trade & Invest Council at its registered office at 0 Xxxxx Xxxxxxx Xxxxxx, Xxxxx XxxxxXxxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx X0X 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC The Swedish Trade & Invest Council ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and every agreement for the issue and purchase of Notes as referred to in clause 2 and any non-contractual obligations arising out of or in connection with this Agreement shall be such agreements are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC (2) The Issuer, PT and PTC each hereby irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Dealers that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC The Issuer, PT and PTC each hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuer, PT and PTC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 herein shall limit any right to take Proceedings against TMCC the Issuer, PT or PTC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer, PT and PTC each hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxxxxx Chance Secretaries Limited at its registered office at 00 Xxxxx Xxxxx, XxxxxXxxx Xxxxxx, Xxxxxx XX00 0XX, Xxxxxxx X00 0XX as its agent for service of process, process in England and agrees that, in the event of Toyota Financial Services (UK) PLC either such agent ceasing so to act or ceasing to be registered in EnglandEngland or New York, as the case may be, it will appoint another person as its agent for service of process in England or New York, as the case may be, in respect of any Proceedings. Nothing herein shall affect the right to serve process in any other manner permitted by law. (3) If the Issuer is represented by an attorney or attorneys in connection with the signing and/or execution and/or delivery of this Agreement or any agreement or document referred to herein or made pursuant hereto and the relevant power or powers of attorney is or are expressed to be governed by the laws of The Netherlands, it is hereby expressly acknowledged and accepted by the other parties hereto that such laws shall govern the existence and extent of such attorney’s or attorneys’ authority and the effects of the exercise thereof.

Governing Law and Submission to Jurisdiction. 26.1 33.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 33.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Transfer Agents that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 33.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing . 33.4 To the extent allowed by law, nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 33.5 The Issuer appoints Toyota Financial Services (UK) PLC of Great BurghCredit Suisse AG, London Branch at its registered office at Xxx Xxxxx Xxxxx, XxxxxXxxxxx, Xxxxxx XX00 0XX, Xxxxxxx X00 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Credit Suisse AG, London Branch ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 34 shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 This Agreement (a) The Trust Deed, the Notes, the Receipts and any non-contractual obligations arising out of or in connection with this Agreement shall be the Coupons are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees(b) Each of the Issuer and the Guarantor has in the Trust Deed agreed, for the exclusive benefit of the RegistrarTrustee, the Transfer AgentNoteholders, the Paying Agents Receiptholders and the Relevant Account Holders, Couponholders that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement)the Trust Deed, the Notes, the Receipts and/or the Coupons and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) the Trust Deed, the Notes, the Receipts and/or the Coupons may be brought in such courts. TMCC hereby Each of the Issuer and the Guarantor has in the Trust Deed irrevocably waives waived any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby has in the Trust Deed further irrevocably agrees agreed that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 Condition shall limit any right to take Proceedings against TMCC the Issuer or the Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services Each of the Issuer and the Guarantor has in the Trust Deed appointed GLN Representatives Limited at its registered office (UK) PLC of Great Burghbeing at 31 August, Xxxxx Xxxxx2006 at 20th Floor, XxxxxCity Point, 0 Xxxxxxxxx Xxxxxx, Xxxxxx XX00 XX0X 0XX, Xxxxxxx Xxxxxxx) as its agent for service of process, and agrees undertaken that, in the event of Toyota Financial Services (UK) PLC GLN Representatives Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. (incorporated with limited liability in the State of Delaware) (incorporated with limited liability in the State of New York)

Governing Law and Submission to Jurisdiction. 26.1 35.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement it shall be governed by, by and construed in accordance with, the laws of Englandwith English law. 26.2 TMCC hereby 35.2 Each of the Issuer and Banque Internationale à Luxembourg, Société Anonyme (“BIL”) irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 35.3 Each of the Issuer and BIL irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 35.4 Nothing contained in this Section 26 Clause 35 shall limit any right to take Proceedings against TMCC the Issuer or BIL in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 35.5 The Issuer appoints Toyota Financial Law Debenture Corporate Services (UK) PLC of Great Burgh, Xxxxx Limited at its registered office at 0xx Xxxxx, Xxxxx000 Xxxxxxxxxxx, Xxxxxx XX00 Xxxxxx, XX0X 0XX, Xxxxxxx as its agent for service of processprocess in England, and agrees undertakes that, in the event of Toyota Financial Law Debenture Corporate Services (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. 35.6 Each of the Issuer and BIL irrevocably and unconditionally waives with respect to this Agreement any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence and irrevocably and unconditionally consents to the giving of any relief or the issue of any process, including without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement made or given in connection with any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 11.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of Englandwith English law. 26.2 TMCC hereby irrevocably agrees, for the 11.2 The English courts have exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise dispute arising out of or in connection with this Agreement (Agreement, including a any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating a "Dispute") and each party submits to any non-contractual obligations arising out the exclusive jurisdiction of or in connection with the English courts. 11.3 For the purpose of this Agreement) may be brought in such courts. TMCC hereby irrevocably clause 11.3, each of the Issuer and the Guarantor waives any objection which it may have to the laying courts of England on the venue of any such Proceedings in any such court and any claim grounds that any such Proceedings have been brought in they are an inconvenient or inappropriate forum and to settle any Dispute, hereby further irrevocably agrees that a judgment in respect of any such Proceedings Dispute brought in the English courts of England shall be conclusive and binding upon TMCC it and may be enforced hereby waives any objection to the enforcement of that judgment in the courts of any other jurisdiction. Nothing . 11.4 To the extent allowed by law, nothing contained in this Section 26 clause 11.4 shall limit any right to take Proceedings proceedings in respect of any Dispute against TMCC the Issuer or the Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings any proceedings in respect of any Dispute in one or more jurisdictions preclude the taking of Proceedings proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby [The Issuer irrevocably and unconditionally appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx [⚫] at its registered office for the time being as its agent for service of processprocess in England in respect of any proceedings in England, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC its ceasing so to act or ceasing to be registered in England, it will immediately appoint another person as its agent for service of that purpose. The Issuer agrees that failure by a process in England in respect of any Proceedings.agent to

Governing Law and Submission to Jurisdiction. 26.1 32.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 32.2 Each of the Obligors irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 32.3 Each of the Obligors irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. jurisdiction to the extent permitted by law. 32.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Obligors in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, to the extent permitted by law whether concurrently or not. TMCC hereby . 32.5 Each of the Obligors appoints Toyota Financial Fleetside Legal Representative Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxLimited at its registered office at One Bxxxxxx Xxxxxx, Xxxxxx XX00 0XX, Xxxxxxx X0 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Fleetside Legal Representative Services (UK) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees(2) Subject to subclause (4) below, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating a Dispute) and accordingly each of Stellantis and FCFE and each Agent in relation to any non-contractual obligations arising out Dispute submits to the jurisdiction of or in connection with this Agreement) may be brought in such courts. TMCC hereby . (3) For the purposes of this clause 31, each of Stellantis and FCFE irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings suit, action or proceedings (together referred to as Proceedings) in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. Nothing contained . (4) To the extent allowed by law, each of the Agents may, in this Section 26 shall limit respect of any right to Dispute or Disputes, take (i) Proceedings against TMCC Stellantis or FCFE in any other court of competent jurisdiction, nor shall the taking of and (ii) concurrent Proceedings in one or more jurisdictions preclude jurisdictions. (5) Each Issuer appoints Fiat Chrysler Automobiles UK, Ltd at its registered office for the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx time being at Xxxxxx Xxxxx, Xxxxx0 Xxxxxxx Xxx, Xxxxxx XX00 Xxxxxxxx, Xxxx Xxxxxxxx, XX0 0XX, Xxxxxxx XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (Fiat Chrysler Automobiles UK) PLC , Ltd ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Principal Paying Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this subclause (5) shall affect the right to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. 26.1 21.1 This Agreement and every agreement for the issue and purchase of Notes as referred to in clause 2 and any non-contractual obligations arising out of or in connection with this Agreement shall be such agreement are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees21.2 Subject to sub-clause 21.4, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (and every agreement for the issue and purchase of Notes as referred to in clause 2, including a any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement)Agreement and every agreement for the issue and purchase of Notes as referred to in clause 2 (a Dispute) and accordingly, and that accordingly each party submits to the jurisdiction of such courts. 21.3 For the purposes of this clause 21, the Issuer hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim on the grounds that that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment forum. 21.4 To the extent allowed by law, the Dealers may, in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts respect of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to Dispute or Disputes, take (i) Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of and (ii) concurrent Proceedings in one or more jurisdictions preclude jurisdictions. 21.5 The Issuer appoints Luxottica UK Ltd. at its registered office for the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx time being as its agent for service of processprocess in England, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC Luxottica UK Ltd. ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. 21.6 WITHOUT PREJUDICE TO SUBCLAUSES 21.2 TO 21.4, EACH OF THE ISSUER AND THE GUARANTORS WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT. THESE CONDITIONS MAY BE FILED AS A WRITTEN CONSENT TO A BENCH TRIAL. THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

Governing Law and Submission to Jurisdiction. ‌ 26.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of England. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.

Governing Law and Submission to Jurisdiction. 26.1 (1) This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be is governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC (2) Each party hereto hereby irrevocably agrees, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holdersother parties hereto, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), and that accordingly any suit, action or proceedings (together referred to as “"Proceedings”") arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC Each party hereto hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdictionjurisdiction (subject to the laws of the jurisdiction in which enforcement is sought). Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC any party in any other court of competent jurisdictionjurisdiction (outside the Contracting States, as defined in section 1(3) of the Civil Jurisdiction and Judgments Act 1982), nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or notnot (subject to the laws of the relevant jurisdictions). TMCC The [Issuer and the] Guarantor [each] hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx the [Issuer/CIBA Specialty Chemicals PLC] as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Services (UK) PLC [the Issuer/CIBA Specialty Chemicals PLC] ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Calculation Agent may approve, as its agent for the service of process in England in respect of any Proceedings. [The Calculation Agent hereby appoints [ ] as its agent for service of process, and undertakes that, in the event of [ ] ceasing so to act or ceasing to be registered in England, it will appoint another person, as the relevant Issuer or the Guarantor may approve, as its agent for service of process in England in respect of any Proceedings.]. Nothing herein shall affect the right to serve process in any manner permitted by law. IN WITNESS whereof this Agreement has been entered into the day and year first above written. SCHEDULE TO THE CALCULATION AGENCY AGREEMENT Series number Issue Date Maturity Date Title and Nominal Annotation by Amount Calculation Agent/Issuer

Governing Law and Submission to Jurisdiction. 26.1 ‌ 24.1 This Agreement and every agreement for the issue and purchase of Notes as referred to in Clause 2 and any non-contractual obligations arising out of or in connection with this Agreement and every such agreement for the issue and purchase of Notes shall be governed by, and construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby 24.2 The Issuer and each Category A Shareholder irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Dealers that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-non- contractual obligations arising out of or in connection connections with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-non- contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC The Issuer and each Category A Shareholder hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuer and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 herein shall limit any right to take Proceedings against TMCC in any other party hereto including the right to join or counterclaim under any court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer and each Category A Shareholder hereby appoints Toyota Financial Services (UK) PLC of Great BurghDnB NOR Bank ASA, Xxxxx XxxxxLondon Branch at its registered office for the time being at 00 Xx. Xxxxxxx'x Xxxx, XxxxxLondon, Xxxxxx XX00 0XXEC3R 8HY, Xxxxxxx England as its agent for service of process, process and agrees that, in the event of Toyota Financial Services (UK) PLC DnB NOR Bank ASA, London Branch ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings.. APPENDIX 1‌

Governing Law and Submission to Jurisdiction. 26.1 This Agreement (a) The Agency Agreement, the Guarantee, the Notes and the Coupons and any non-contractual noncontractual obligations arising out of or in connection with this Agreement shall be the Agency Agreement, the Guarantee, the Notes and the Coupons are governed by, and shall be construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby irrevocably agrees(b) Subject to paragraph (c) below, for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations obligations) which may arise out of or in connection with the Guarantee, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with this Agreement)the Guarantee, and that accordingly any suit, action the Notes or proceedings the Coupons (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection which it may have to the laying of the venue of any such Proceedings in any such court and any claim courts whether on the ground of venue or on the ground that any such the Proceedings have been brought in an inconvenient forum forum. (c) This paragraph (c) is for the benefit of each of the Noteholders and hereby further irrevocably agrees that a judgment in any such Proceedings brought in Couponholders only. To the English courts shall be conclusive extent permitted by applicable law, each of the Noteholders and binding upon TMCC and Couponholders may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC the Issuer and/or the Guarantor in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of jurisdiction and concurrent Proceedings in any other jurisdictionnumber of jurisdictions. (d) Each of the Issuer and the Guarantor irrevocably appoints Statoil (U.K.) Limited at its registered office in England for the time being at Xxx Xxxxxxx Xxxxxx, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, XxxxxXxxxxxxxxx Xxxxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so X0 0XX to act or ceasing to be registered in England, it will appoint another person as its agent for receive service of process in any Proceedings in England in respect based on any of the Notes or Coupons. If for any Proceedings.reason the Issuer or Guarantor does not have such an

Governing Law and Submission to Jurisdiction. 26.1 23.1 This Agreement and every agreement for the issue and purchase of Notes as referred to in Clause 2 and any non-contractual obligations arising out of or in connection with this Agreement and every such agreement for the issue and purchase of Notes shall be governed by, and construed in accordance with, the laws of EnglandEnglish law. 26.2 TMCC hereby 23.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, Dealers that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-non- contractual obligations arising out of or in connection connections with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC The Issuer hereby irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC the Issuer and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 herein shall limit any right to take Proceedings against TMCC in any other party hereto including the right to join or counterclaim under any court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC The Issuer hereby appoints Toyota Financial Services Ocorian Corporate Service (UK) PLC of Great BurghLimited at its registered office for the time being at 00 Xxxxxxxxx Xx, Xxxxx XxxxxXxxxxx, Xxxxx, Xxxxxx XX00 0XX, XX0X 0XX Xxxxxxx as its agent for service of process, process and agrees that, in the event of Toyota Financial Services Ocorian Corporate Service (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. 1. A certified copy of the constitutional documents of the Issuer and each Category A Shareholder. 2. A certified copy of all resolutions and other authorisations required to be passed or given, and evidence of any other action required to be taken, on behalf of the Issuer: (a) to approve its entry into the Agreements, the creation of the Programme and the issue of Notes; (b) to authorise appropriate persons to execute each of the Agreements and any Notes and to take any other action in connection therewith; and (c) to authorise appropriate persons to enter into agreements with any Dealer on behalf of the Issuer to issue Notes in accordance with Clause 2 of this Agreement. 3. A certified copy of all resolutions and other authorisations required to be passed or given, and evidence of any other action required to be taken, on behalf of each Category A Shareholder: (a) to approve its entry into this Agreement, the Shareholder Agreements and the relevant Transfer and Servicing Agreements; and (b) to authorise appropriate persons to execute this Agreement, the Shareholder Agreements and the relevant Transfer and Servicing Agreements and to take any other action in connection therewith. 4. A certified list of the names, titles and specimen signatures of the persons authorised on behalf of the Issuer in accordance with paragraph 2(c) above. 5. Certified copies of any other governmental or other consents, authorisation and approvals required for the Issuer to issue Notes, for the Issuer to execute and deliver the Agreements and for the Issuer to fulfil its obligations under the Agreements, the VPS Trustee Agreement and all Notes. 6. Confirmation that (i) one or more master Temporary Bearer Global Notes and master Permanent Bearer Global Notes and (ii) one or more master Restricted Global Notes and master Reg. S Global Notes (from which copies can be made for each particular issue of Notes under the Programme), duly executed by a person or persons authorised to take action on behalf of the Issuer as specified in paragraph 2(b) above, have been delivered to the Agent in the case of (i) and the Registrar in the case of (ii). 7. Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement, in such form and with such content as the Dealers may reasonably require, from: (a) Advokatfirmaet XXXX AS, legal adviser to the Issuer and Shareholder Xxxxx as to Norwegian law; (b) Linklaters LLP, legal advisers to the Issuer and the Shareholder Xxxxx as to English law and United States law; and (c) Xxxxx & Xxxxx LLP, legal advisers to the Dealers as to English law and United States law. 8. 10b5 disclosure letters addressed to each of the Dealers from Xxxxx & Overy LLP, legal advisers to the Dealers, and from Linklaters LLP, legal advisers to the Issuer and the Shareholder Xxxxx. 9. A conformed copy of each Agreement and confirmation that executed copies of each Agreement have been delivered, in the case of the Agency Agreement, to the Principal Paying Agent (for itself and the other agents party thereto) in the case of the VPS Agency Agreement, to the VPS Agent, in the case of the Transfer and Servicing Agreements and Issuer - ICSDs Agreement to the Principal Paying Agent and in the case of the Deed of Covenant, to a common service provider for Euroclear and Clearstream, Luxembourg. 10. A printed final version of the Prospectus. 11. Confirmation that the Prospectus has been approved as a base prospectus by the CSSF and has been published in accordance with the Prospectus Directive. 12. Comfort letter from Deloitte AS as independent auditors of the Issuer in such form and with such content as the Dealers may reasonably request. 13. Letter from DNB Bank ASA, London Branch confirming its acceptance as agent for service of process of the Issuer. 14. In relation only to Registered Notes to be deposited with a depository for DTC, a Letter of Representation to DTC in relation to the Programme. 15. Confirmation of the execution and delivery by the Issuer of the Programme effectuation authorisation to each of Euroclear and Clearstream, Luxembourg (the ICSDs) and the execution and delivery of an Issuer-ICSDs Agreement by the parties thereto and the making by the Agent of a common safekeeper election in accordance with sub-clause 2.3 of the Agency Agreement. 1. A certified copy of the constitutional documents of the Issuer or confirmation that they have not been changed since they were last submittedto the Dealers. 2. A certified copy of all resolutions and other authorisations required to be passed or given, and evidence of any other action required to be taken, on behalf of the Issuer to approve the increase in the amount of the Programme. 3. Certified copies of any other governmental or other consents, authorisations and approvals required for the increase. 4. Confirmation that (i) one or more master Temporary Bearer Global Notes and master Permanent Bearer Global Notes and (ii) one or more master Registered Global Notes (from which copies can be made for each particular issue of Notes under the Programme), duly executed by a person or persons authorised to take action on behalf of the Issuer as specified in paragraph 2(b) of Part 1 of the Initial Documentation List, have been delivered to the Agent in the case of (i) and the Registrar in the case of (ii). 5. Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement, in such form and with such content as the Dealers may reasonably require, from: (a) Advokatfirmaet XXXX AS, legal adviser to the Issuer and the Shareholder Xxxxx as to Norwegian law; (b) Xxxxx & Xxxxx LLP, legal advisers to the Dealers as to English law. 6. A printed final version of the Prospectus. 7. Confirmation that (i) the Prospectus has been approved as a base prospectus by the CBI or (ii) the supplement has been approved by the CBI and, in each case, has been published in accordance with the Prospectus Regulation. 8. Comfort letter from Pricewaterhouse Coopers AS as independent auditors of the Issuer in such form and with such content as the Dealers may reasonably request.

Governing Law and Submission to Jurisdiction. 26.1 13.18.1 This Agreement (and the other Transaction Documents which are not expressed to be governed by another law) and any non-contractual obligations arising out of or in connection with this Agreement it shall be governed by, construed and construed take effect in accordance with, the laws of Englandwith English law. 26.2 TMCC hereby irrevocably agrees, for the exclusive benefit 13.18.2 Each of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, parties irrevocably agrees that the courts of England are to shall have exclusive jurisdiction to settle any disputes dispute which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement)and the other Transaction Documents, and that accordingly accordingly, any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may and the other Transaction Documents shall be brought in such courts. TMCC hereby Each of the parties irrevocably submits to the jurisdiction of such courts and waives any objection which it may have to the laying of the venue of any such Proceedings proceedings in any such court and any claim on the ground of venue or on the ground that any such Proceedings the proceedings have been brought in an inconvenient forum and hereby further irrevocably forum. 13.18.3 Each of the parties agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC and may be enforced in the courts of any other jurisdiction. Nothing contained in this Section 26 shall limit any right to take Proceedings against TMCC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby appoints Toyota Financial Services (UK) PLC of Great Burgh, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx as its agent for service of process, and agrees that, in the event of Toyota Financial Services (UK) PLC ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service any action between any of process in England the parties being commenced in respect of this Agreement or any Proceedings.matters arising under it, the process by which it is commenced (where consistent with the applicable court rules) may be served on them in accordance with Clause 13.12. A18786646/12.0a/20 Nov 2014 Linklaters LLP [Amount Disclosed therein] [Amount Disclosed therein] [Amount Disclosed therein] Ernst & Young LLP [Amount Disclosed therein] [Amount Disclosed therein] [Amount Disclosed therein] Mxxxxxx Communications LLC [Amount Disclosed therein] [Amount Disclosed therein] [Amount Disclosed therein]

Governing Law and Submission to Jurisdiction. 26.1 30.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be it are governed by, and shall be construed in accordance with, the laws of England. 26.2 TMCC hereby 30.2 The Issuer irrevocably agrees, agrees for the exclusive benefit of the Registrar, the Transfer Agent, the Paying Agents and the Relevant Account Holders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement), ) and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Agreement (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. TMCC hereby . 30.3 The Issuer irrevocably waives any objection which it may have to the laying of the venue of any such Proceedings in any such court courts and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon TMCC it and may be enforced in the courts of any other jurisdiction. . 30.4 Nothing contained in this Section 26 clause shall limit any right to take Proceedings against TMCC the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. TMCC hereby . 30.5 The Issuer appoints Toyota Financial Wilmington Trust SP Services (UKLondon) PLC of Great BurghLimited at its registered office at Third Floor, Xxxxx Xxxxx, Xxxxx1 King’s Xxxx Xxxx, Xxxxxx XX00 0XX, Xxxxxxx XX0X 0XX as its agent for service of process, and agrees undertakes that, in the event of Toyota Financial Wilmington Trust SP Services (UKLondon) PLC Limited ceasing so to act or ceasing to be registered in England, it will appoint another person person, as the Agent may approve, as its agent for service of process in England in respect of any Proceedings. Nothing in this clause 30 shall affect the right to serve process in any other manner permitted by law.