Common use of Redemption at the Option of the Noteholders Clause in Contracts

Redemption at the Option of the Noteholders. (Noteholder Put) If the Noteholders are specified in the applicable Final Terms as having an option to redeem, upon the holder of any Note giving to the Issuer in accordance with Condition 13 (Notices) not less than 30 nor more than 60 days’ notice or such other period of notice as is specified in the applicable Final Terms (which notice shall be irrevocable), the Issuer will, upon the expiry of such notice, redeem in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in the applicable Final Terms, together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. If this Note is represented by a Note Certificate and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must deliver in respect of Definitive Notes represented by Note Certificates, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly signed and completed Put Notice and in which the holder must specify a bank account (or, if payment is required by cheque, an address) to which payment is to be made under this Condition 7(e) accompanied by the relevant Note Certificate. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Principal Paying Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on the Noteholder’s instruction by Euroclear or Clearstream, Luxembourg or any common depositary or its nominee or common safekeeper, as the case may be, for them to notify the Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg by a holder of any Note pursuant to this paragraph (e) shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such Noteholder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph (e) and instead to declare such Note forthwith due and payable pursuant to Condition 10 (Events of Default).

Redemption at the Option of the Noteholders. (Noteholder Put“Investor Put Option”) If the Noteholders are Unless otherwise specified in the applicable Final Terms Terms, the Notes will not be subject to repayment at the option of Noteholders. If the Investor Put Option is specified as having an option to redeembeing applicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 (Notices) 16 not less than 30 nor more than 60 days’ notice or such other period of notice as is specified in the applicable Final Terms (which notice shall be irrevocable), ) the Issuer will, upon the expiry of such notice, redeem redeem, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in the applicable Final Terms, Terms together, if appropriate, with interest accrued but unpaid to (but excluding) the Optional Redemption Date. If this a Note is represented by a Note Certificate in definitive form and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of this the Note the holder of this the Note must deliver in respect of Definitive Notes represented by such Note Certificates, at the specified office of any Paying Agent (other than the TCCI Transfer Agent or the TMCC Transfer Agent), in the case of Bearer Notes, or the TCCI Registrar or the TCCI Transfer Agent, in the case of Registered Notes issued by Toyota Credit Canada Inc., or the TMCC Registrar or the TMCC Transfer Agent, in the case of Registered Notes issued by Toyota Motor Credit Corporation, at any time during normal business hours of such Paying Agent or the TCCI Registrar or TCCI Transfer Agent or the TMCC Registrar or TMCC Transfer Agent falling within the notice period, accompanied by a duly completed and signed and completed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent, or the TCCI Registrar or the TCCI Transfer Agent, or the TMCC Registrar or the TMCC Transfer Agent (a “Put Notice Notice”) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 7(e) accompanied by the relevant Note Certificate6(h). If this a Note is represented by a Global global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this the Note the holder of this the Note must, within the notice period, give notice to the Principal Paying Agent Agent, in the case of Bearer Notes, or the TCCI Registrar or the TCCI Transfer Agent, in the case of Registered Notes issued by Toyota Credit Canada Inc., or the TMCC Registrar or the TMCC Transfer Agent, in the case of Registered Notes issued by Toyota Motor Credit Corporation, of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on the Noteholderholder’s instruction by Euroclear or Clearstream, Luxembourg or any common depositary or its nominee depositary, or common safekeeper, as the case may be, for them to notify the Principal Paying Agent, or the TCCI Registrar or the TCCI Transfer Agent (in the case of Registered Notes issued by Toyota Credit Canada Inc.), or the TMCC Registrar or the TMCC Transfer Agent (in the case of Registered Notes issued by Toyota Motor Credit Corporation) by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg by a holder of any Note pursuant to this paragraph (e) shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such Noteholder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph (e) and instead to declare such Note forthwith due and payable pursuant to Condition 10 (Events of Default).

Redemption at the Option of the Noteholders. Each Paying Agent will keep a stock of put notices for the purposes of Conditions 9(c) and 9(e) in the form similar to that set out in Schedule 4 and will make them available on demand to Noteholders. The Paying Agent with which a Certificate is deposited pursuant to the Conditions shall hold such Certificate on behalf of the depositing Noteholder (Noteholder Putbut shall not, save as provided below, release it without the prior written consent of the Issuer) until the due date for redemption of the Notes in respect of which it is deposited. On that date, subject as provided below, the relevant Paying Agent shall surrender such Certificate to itself and treat it as if surrendered by the holder in accordance with the Conditions and (in the case of the Global Certificate) endorse the Schedule to such Global Certificate with the principal amount of Notes to be redeemed and the principal amount of Notes remaining after such redemption. If the Note (or Notes) evidenced by the deposited Certificate becomes (or become) immediately due and payable before that date, the Paying Agent concerned shall mail such Certificate by uninsured post to, and at the risk of, the relevant Noteholder at the address shown for the Noteholder on the register of Noteholders are specified as supplied by the Registrar. At the end of the period for exercising the option, each Paying Agent shall promptly notify the Principal Agent of the principal amount of Notes in respect of which Put Notices and/or Delisting Put Notices (as the applicable Final Terms case may be) have been deposited with it and will forward such Put Notices and/or Delisting Put Notices (as having an the case may be) to the Principal Agent. The Principal Agent shall promptly notify such information, and details of the principal amount of Notes represented by the Global Certificate in respect of which the option to redeemhas been exercised, upon the holder of any Note giving to the Issuer in accordance with and the Trustee. The Principal Agent will, at the expense of the Issuer, (i) send notice of the commencement of the period for the deposit of Notes for redemption pursuant to Condition 13 (Notices) 9(c), not less than 30 nor more than 60 45 days’ prior to the first date on which a Put Notice may be delivered and (ii) send notice or such other period of notice as is specified in the applicable Final Terms (which notice shall be irrevocable), a Delisting to Noteholders on behalf of the Issuer will, upon the expiry of such notice, redeem in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in the applicable Final Terms, together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. If this Note is represented by a Note Certificate and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must deliver in respect of Definitive Notes represented by Note Certificates, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly signed and completed Put Notice and in which the holder must specify a bank account (or, if payment is required by cheque, an address) to which payment is to be made under this Condition 7(e) accompanied by the relevant Note Certificate. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Principal Paying Agent of such exercise otherwise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on the Noteholder’s instruction by Euroclear or Clearstream, Luxembourg or any common depositary or its nominee or common safekeeper, as the case may be, for them to notify the Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg by a holder of any Note pursuant to this paragraph (e) shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such Noteholder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph (e) and instead to declare such Note forthwith due and payable pursuant to Condition 10 (Events of Default9(e).

Redemption at the Option of the Noteholders. (Noteholder Investor Put) If the Noteholders are Investor Put is specified as being applicable in the applicable Final Terms as having an option to redeemTerms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 (Notices) 14 not less than 30 nor more than 60 days’ notice or such other period of notice as is specified in the applicable Final Terms (which notice shall be irrevocable), ) the Issuer will, upon the expiry of such notice, redeem redeem, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in the applicable Final Terms, Terms together, if appropriate, with interest accrued but unpaid to (but excluding) the Optional Redemption Date. If this To exercise the right to require redemption of the Note the holder of the Note must, if the Note is represented by a Note Certificate in definitive form and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must deliver in respect of Definitive Notes represented by Note Certificatesdeliver, at the specified office of any Paying Agent (other than the Transfer Agent), in the case of Bearer Notes, or the Registrar or the Transfer Agent, in the case of Registered Notes, at any time during normal business hours of such Paying Agent or the Registrar or the Transfer Agent falling within the notice period, a duly completed and signed and completed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent, or the Registrar or the Transfer Agent (a “Put Notice Notice”) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 7(e6(h) accompanied by the relevant Note Certificateor evidence satisfactory to the Paying Agent concerned that such Note will, following delivery of the Put Notice, be held to its order or under its control. If this the Note is represented by a Global global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this the Note the holder of this the Note must, within the notice period, give notice to the Principal Paying Agent in the case of Bearer Notes, or the Registrar or the Transfer Agent, in the case of Registered Notes, of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg Clearstream (which may include notice being given on the Noteholder’s his instruction by Euroclear or Clearstream, Luxembourg Clearstream or any common depositary or its nominee or common safekeeperor, as the case may be, the common safekeeper for them to notify the Principal Paying Agent, or the Registrar or the Transfer Agent (in the case of Registered Notes) by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg Clearstream from time to time. Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg by a holder of any Note pursuant to this paragraph (e) shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such Noteholder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph (e) and instead to declare such Note forthwith due and payable pursuant to Condition 10 (Events of Default).

Redemption at the Option of the Noteholders. (Noteholder Put“Investor Put Option”) Unless otherwise specified in the applicable Final Terms, the Notes will not be subject to repayment at the option of Noteholders. If the Noteholders are specified in the applicable Final Terms as having an option to redeemrequire the Issuer to redeem the Notes, upon the holder of any Note giving to the Issuer in accordance with Condition 13 (Notices) 16 not less than 30 nor more than 60 days’ notice or such other period of notice as is specified in the applicable Final Terms (which notice shall be irrevocable), ) the Issuer will, upon the expiry of such notice, redeem redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms, Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. If this a Note is represented by a Note Certificate in definitive form and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of this the Note the holder of this the Note must deliver in respect of Definitive Notes represented by such Note Certificates, at the specified office of any Paying Agent (other than the Canadian Paying Agent), in the case of Bearer Notes, or the Registrar or the Canadian Paying Agent, in the case of Registered Notes, at any time during normal business hours of such Paying Agent or the Registrar or Canadian Paying Agent falling within the notice period, accompanied by a duly completed and signed and completed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent or the Registrar or the Canadian Paying Agent (a “Put Notice Notice”) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 7(e) accompanied by the relevant Note Certificate6(e). If this a Note is represented by a Global global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this the Note the holder of this the Note must, within the notice period, give notice to the Principal Paying Agent Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes, of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on the Noteholderholder’s instruction by Euroclear or Clearstream, Luxembourg or any common depositary or its nominee depositary, or common safekeeper, as the case may be, for them to notify the Principal Paying Agent or the Registrar (in the case of Registered Notes) by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. Any Put Notice or other notice given in accordance with time and, if the standard procedures of Euroclear and Clearstream, Luxembourg Note is represented by a holder global Note, at the same time present or procure the presentation of any the relevant global Note pursuant to this paragraph (e) shall be irrevocable except where, prior to the due date Agent or Registrar (in the case of redemption, an Event of Default has occurred and is continuing, in which event such Noteholder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph (eRegistered Notes) and instead to declare such Note forthwith due and payable pursuant to Condition 10 (Events of Default)for notation accordingly.