Common use of Redenomination and Exchange Clause in Contracts

Redenomination and Exchange. (1) Redenomination Where redenomination (Redenomination) is specified in the applicable Final Terms as being applicable, and unless otherwise specified in the applicable Final Terms, the relevant Issuer may, without the consent of any Noteholder or Couponholder, on giving prior notice to Euroclear, Clearstream, Luxembourg and the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent and at least 30 days’ prior notice to Noteholders as provided in Condition 16, designate a Redenomination Date. With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions: (a) the Notes shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note equal to the nominal amount of the Note in the original Specified Currency, converted into euro at the Established Rate, and the Specified Currency shall be deemed to be Euro; provided that, if the relevant Issuer determines, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above in this Subclause 30(1)(a) or in the applicable Final Terms, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, the stock exchange (if any) on which the Notes may be listed and the Agent and Paying Agent(s) or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent of such deemed amendments; (b) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 1,000, euro 10,000 and euro 100,000 and (but only to the extent of any remaining amounts less than euro 1,000 or such smaller denominations as the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent may approve) euro 0.01 and such other denominations as the relevant Issuer, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, shall determine and notify to Noteholders; (c) if Definitive Notes have been issued, all unmatured Coupons denominated in the original Specified Currency (whether or not attached to the Notes) will become void and no payments will be made in respect of them with effect from the date on which the relevant Issuer gives notice (the Exchange Notice) that Euro-denominated Notes and Coupons are available for exchange (provided that such securities are so available). New certificates in respect of Euro-denominated Notes and Coupons will be issued in exchange for Notes and Coupons in the original Specified Currency in such manner as the relevant Issuer, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TMCC Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, may specify and shall be notified to Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (d) after the Redenomination Date, all payments in respect of the Notes and the Coupons (other than, unless the Redenomination Date is on or after such date as the original Specified Currency ceases to be a subdivision of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro as though references in the Notes and the Coupons to the Specified Currency were to euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or by cheque; provided, however, that a cheque may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States of America or its possessions except as provided in Condition 5(d); (e) after the Redenomination Date, Business Day in relation to any sum payable in euro shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and a day on which the TARGET2 system is open. After the Redenomination Date, Payment Day shall mean (A) a Business Day as defined herein and (B) a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation; (f) if Definitive Notes have been issued, after the Redenomination Date, the amount of interest due in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01. If the Notes are in global form, after the Redenomination Date, the amount of interest due in respect of Notes represented by the Global Note will be calculated by reference to the aggregate nominal amount of such Notes and the amount of such payment shall be rounded down to the nearest euro 0.01; and (g) the applicable Final Terms will specify any relevant changes to the provisions relating to interest, including without limitation, any change to the applicable Day Count Fraction and Business Day Convention.

Redenomination and Exchange. (1) Redenomination Where redenomination (Redenomination) is specified in the applicable Final Terms as being applicable, and unless otherwise specified in the applicable Final Terms, the relevant Issuer may, without the consent of any Noteholder or Couponholder, on giving prior notice to Euroclear, Clearstream, Luxembourg and the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent and at least 30 days’ prior notice to Noteholders as provided in Condition 16, designate a Redenomination Date. With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions: (a) the Notes shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note equal to the nominal amount of the Note in the original Specified Currency, converted into euro at the Established Rate, and the Specified Currency shall be deemed to be Euro; provided that, if the relevant Issuer determines, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above in this Subclause 30(1)(a) or in the applicable Final Terms, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, the stock exchange (if any) on which the Notes may be listed and the Agent and Paying Agent(s) or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent of such deemed amendments; (b) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 1,000, euro 10,000 and euro 100,000 and (but only to the extent of any remaining amounts less than euro 1,000 or such smaller denominations as the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent may approve) euro euro 0.01 and such other denominations as the relevant Issuer, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, shall determine and notify to Noteholders; (c) if Definitive Notes have been issued, all unmatured Coupons denominated in the original Specified Currency (whether or not attached to the Notes) will become void and no payments will be made in respect of them with effect from the date on which the relevant Issuer gives notice (the Exchange Notice) that Euro-Euro- denominated Notes and Coupons are available for exchange (provided that such securities are so available). New certificates in respect of Euro-denominated Notes and Coupons will be issued in exchange for Notes and Coupons in the original Specified Currency in such manner as the relevant Issuer, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TMCC Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, may specify and shall be notified to Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (d) after the Redenomination Date, all payments in respect of the Notes and the Coupons (other than, unless the Redenomination Date is on or after such date as the original Specified Currency ceases to be a subdivision of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro as though references in the Notes and the Coupons to the Specified Currency were to euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or by cheque; provided, however, that a cheque may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States of America or its possessions except as provided in Condition 5(d); (e) after the Redenomination Date, Business Day in relation to any sum payable in euro shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and a day on which the TARGET2 system is open. After the Redenomination Date, Payment Day shall mean (A) a Business Day as defined herein and (B) a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation; (f) if Definitive Notes have been issued, after the Redenomination Date, the amount of interest due in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01. If the Notes are in global form, after the Redenomination Date, the amount of interest due in respect of Notes represented by the Global Note will be calculated by reference to the aggregate nominal amount of such Notes and the amount of such payment shall be rounded down to the nearest euro 0.01; and (g) the applicable Final Terms will specify any relevant changes to the provisions relating to interest, including without limitation, any change to the applicable Day Count Fraction and Business Day Convention.

Redenomination and Exchange. (1) Redenomination Where redenomination (Redenomination) is specified in the applicable Final Terms as being applicable, and unless otherwise specified in the applicable Final Terms, the relevant Issuer may, without the consent of any Noteholder Noteholder, Receiptholder or Couponholder, on giving prior notice to Euroclear, Clearstream, Luxembourg and the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent and at least 30 days’ prior notice to Noteholders as provided in Condition 16, designate a Redenomination Date. With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions: (a) the Notes and Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of the Note or Receipt in the original Specified Currency, converted into euro at the Established Rate, and the Specified Currency shall be deemed to be Euro; provided that, if the relevant Issuer determines, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above in this Subclause 30(1)(a) or in the applicable Final Terms, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, the stock exchange (if any) on which the Notes may be listed and the Agent and Paying Agent(s) or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent of such deemed amendments; (b) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 1,000, euro 10,000 and euro 100,000 and (but only to the extent of any remaining amounts less than euro 1,000 or such smaller denominations as the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent may approve) euro 0.01 and such other denominations as the relevant Issuer, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, shall determine and notify to Noteholders; (c) if Definitive Notes have been issued, all unmatured Coupons and Receipts denominated in the original Specified Currency (whether or not attached to the Notes) will become void and no payments will be made in respect of them with effect from the date on which the relevant Issuer gives notice (the Exchange Notice) that Euro-denominated Notes Notes, Receipts and Coupons are available for exchange (provided that such securities are so available). New certificates in respect of Euro-denominated Notes Notes, Receipts and Coupons will be issued in exchange for Notes Notes, Receipts and Coupons in the original Specified Currency in such manner as the relevant Issuer, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TMCC Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, may specify and shall be notified to Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (d) after the Redenomination Date, all payments in respect of the Notes Notes, the Receipts and the Coupons (other than, unless the Redenomination Date is on or after such date as the original Specified Currency ceases to be a subdivision of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro as though references in the Notes Notes, the Receipts and the Coupons to the Specified Currency were to euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or by cheque; provided, however, that a cheque may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States of America or its possessions except as provided in Condition 5(d); (e) after the Redenomination Date, Business Day in relation to any sum payable in euro shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and a day on which the TARGET2 system is open. After the Redenomination Date, Payment Day shall mean (A) a Business Day as defined herein and (B) a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation; (f) if Definitive Notes have been issued, after the Redenomination Date, the amount of interest due in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01. If the Notes are in global form, after the Redenomination Date, the amount of interest due in respect of Notes represented by the Global Note will be calculated by reference to the aggregate nominal amount of such Notes and the amount of such payment shall be rounded down to the nearest euro 0.01; and (g) the applicable Final Terms will specify any relevant changes to the provisions relating to interest, including without limitation, any change to the applicable Day Count Fraction and Business Day Convention.

Redenomination and Exchange. (1) Redenomination Where redenomination (Redenomination) is specified in the applicable Final Terms as being applicable, and unless otherwise specified in the applicable Final Terms, the relevant Issuer may, without the consent of any Noteholder Noteholder, Receiptholder or Couponholder, on giving prior notice to Euroclear, Clearstream, Luxembourg and the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent and at least 30 days’ prior notice to Noteholders as provided in Condition 16, designate a Redenomination Date. With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions: (a) the Notes and Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of the Note or Receipt in the original Specified Currency, converted into euro at the Established Rate, and the Specified Currency shall be deemed to be Euro; provided that, if the relevant Issuer determines, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above in this Subclause 30(1)(a) or in the applicable Final Terms, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, the stock exchange (if any) on which the Notes may be listed and the Agent and Paying Agent(s) or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent of such deemed amendments; (b) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 1,000, euro 10,000 and euro 100,000 and (but only to the extent of any remaining amounts less than euro 1,000 or such smaller denominations as the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent may approve) euro euro 0.01 and such other denominations as the relevant Issuer, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TCCI Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, shall determine and notify to Noteholders; (c) if Definitive Notes have been issued, all unmatured Coupons and Receipts denominated in the original Specified Currency (whether or not attached to the Notes) will become void and no payments will be made in respect of them with effect from the date on which the relevant Issuer gives notice (the Exchange Notice) that Euro-denominated Notes Notes, Receipts and Coupons are available for exchange (provided that such securities are so available). New certificates in respect of Euro-denominated Notes Notes, Receipts and Coupons will be issued in exchange for Notes Notes, Receipts and Coupons in the original Specified Currency in such manner as the relevant Issuer, after consultation with the Agent or, in the case of Registered Notes issued by TCCI, the TCCI Registrar and the TMCC Transfer Agent or, in the case of Registered Notes issued by TMCC, the TMCC Registrar and the TMCC Transfer Agent, may specify and shall be notified to Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (d) after the Redenomination Date, all payments in respect of the Notes Notes, the Receipts and the Coupons (other than, unless the Redenomination Date is on or after such date as the original Specified Currency ceases to be a subdivision of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro as though references in the Notes Notes, the Receipts and the Coupons to the Specified Currency were to euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or by cheque; provided, however, that a cheque may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States of America or its possessions except as provided in Condition 5(d); (e) after the Redenomination Date, Business Day in relation to any sum payable in euro shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and a day on which the TARGET2 system is open. After the Redenomination Date, Payment Day shall mean (A) a Business Day as defined herein and (B) a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation; (f) if Definitive Notes have been issued, after the Redenomination Date, the amount of interest due in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01. If the Notes are in global form, after the Redenomination Date, the amount of interest due in respect of Notes represented by the Global Note will be calculated by reference to the aggregate nominal amount of such Notes and the amount of such payment shall be rounded down to the nearest euro 0.01; and (g) the applicable Final Terms will specify any relevant changes to the provisions relating to interest, including without limitation, any change to the applicable Day Count Fraction and Business Day Convention.