Common use of Event of Default; Acceleration of Maturity, Waiver of Default Clause in Contracts

Event of Default; Acceleration of Maturity, Waiver of Default. An “Event of Default” with respect to Securities of any series means the occurrence of one or more of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more; (b) default by any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor in respect of the Securities of such series (other than defaults pursuant to paragraphs (a) and (b) above), and continuance of such default or breach for a period of 90 days or more after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of such series , a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of any Obligor or any material Subsidiary of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property or ordering the winding up or liquidation of such party’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (f) any Obligor or any material Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property, or make any general assignment for the benefit of creditors; or (g) any other Event of Default provided in the Officers’ Certificate, supplemental indenture or Resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g) above (if the Event of Default under clause 4.01(c) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee may by notice to the Issuer or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series affected (voting together as a single class) may by notice in writing to the Issuer (and to the Trustee if given by Holders), shall declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such series affected, together with all accrued and unpaid interest and premium, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses 4.01(e) or 4.01(f) above occurs and is continuing, then the entire principal amount of the Outstanding Securities of the applicable series will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, the Holders of a majority in aggregate principal amount of the Outstanding Securities of the applicable series affected by written notice to the Issuer and to the Trustee may on behalf of the Holders of all of the Securities of such series waive all past defaults and rescind and annul a declaration of acceleration and its consequences if: (i) all existing Events of Default, other than the nonpayment of the principal of and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived, and (ii) the rescission would not conflict with any judgment or decree. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, “Event of Default” ”, with respect to Securities of any series wherever used herein, means the occurrence of each one or more of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor shall be made for more than 15 days in the payment of any installment principal or for more than 30 days in the payment of interest upon in respect of any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more;series; or (b) default by any Obligor the Issuer defaults in the payment performance or observance of the principalany covenant, condition or premium, if any, or sinking fund installment, if any, on any of provision contained in the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor this Indenture in respect of the Securities of such series (other than defaults pursuant to paragraphs (a) and (b) above), and continuance of such default or breach for a period of 90 days or more after there has written notification requesting such default to be remedied by the Issuer shall first have been given, by registered or certified mail, given to the Issuer (and to the Trustee in the case of notice by the Holders referred to below) by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the Outstanding then outstanding Securities of such series (such notification must specify the Event of Default, a written notice specifying such default or breach and requiring demand that it to be remedied and stating state that such notice the notification is a “Notice of Default” hereunder;); or (c) the Issuer shall have become bound as a consequence of a default by it in its obligations in respect of any indebtedness for borrowed moneys having a total principal amount then outstanding of at least US$50,000,000 (or its equivalent in any other currency or currencies) contracted or incurred by it prematurely to repay the same, or the Issuer shall have defaulted in the repayment of any such indebtedness contracted or incurred by it at the later of the maturity thereof or the expiration of any applicable grace period therefor, or the Issuer shall have failed to pay when properly called upon to do so, and after the expiration of any applicable grace period, any guarantee contracted or incurred by it of any such indebtedness in accordance with the terms of any such guarantee, and in any such case any such acceleration, default or failure to pay, as the case may be, is not being contested in good faith and not cured or otherwise made good within 15 days after such acceleration, default or failure to pay; or (d) a final and non-appealable order of a court of competent jurisdiction shall be made or an effective resolution of the Guarantee Issuer shall not be (passed for the winding-up or is claimed by dissolution of the Guarantor not Issuer except for the purposes of or pursuant to be) a consolidation, amalgamation, merger or reconstruction under which the continuing corporation or the corporation formed as a result thereof effectively assumes the entire obligations of the Issuer under this Indenture in full force and effect;relation to the Securities of such series; or (e) an encumbrancer shall have taken possession, or a court having jurisdiction trustee or receiver shall have been appointed, in bankruptcy, civil rehabilitation, reorganization or insolvency of the premises Issuer, of all or substantially all of its assets and undertakings and such possession or appointment shall enter have continued undischarged and unstayed for a period of 90 days; or (f) the Issuer shall stop payment (within the meaning of the bankruptcy law of Japan) or (otherwise than for the purposes of such a consolidation, amalgamation, merger or reconstruction as is referred to in paragraph (d) above) shall cease to carry on business or shall be unable to pay its debts generally as and when they fall due; or (g) a decree or order for relief in respect of by any Obligor or any material Subsidiary of court having jurisdiction shall have been issued adjudging the Issuer in an involuntary case bankrupt or insolvent, or approving a petition seeking with respect to the Issuer reorganization or liquidation under any applicable bankruptcy, civil rehabilitation, reorganization or insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property or ordering the winding up or liquidation of such party’s affairsJapan, and such decree or order shall remain have continued undischarged and unstayed and in effect for a period of 60 consecutive 90 days;; or (fh) any Obligor or any material Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, initiate or consent to the entry proceedings relating to itself under bankruptcy, civil rehabilitation, reorganization or insolvency law of an order for relief in an involuntary case under any such law, Japan or consent to the appointment of shall make a conveyance or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property, or make any general assignment for the benefit of creditorsof, or shall enter into any composition with, its creditors generally; or (gi) any other Event of Default provided in the Officers’ Certificate, supplemental indenture or Board Resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d4.01(f) or 4.01(g4.01(i) above (if the Event of Default under clause 4.01(c) occurs and is continuing with respect to less than all series of Securities then Outstanding) occurs and is continuinga series, then, and in each and every such case, unless the principal of all of the Securities of such series shall have has already become due and payable, either the Trustee may by notice to the Issuer or the Holders holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series affected (voting together as a single class) may then Outstanding hereunder by notice in writing to the Issuer (and to the Trustee if given by HoldersSecurityholders), shall may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such series affectedseries, together with all and the interest accrued and unpaid interest and premium, if anythereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(d), 4.01(e), 4.01(g) or 4.01(f4.01(h) above occurs and is continuing, then the entire principal amount of the and accrued and unpaid interest with respect to any Securities then Outstanding Securities of the applicable series will automatically shall ipso facto become and be immediately due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding The foregoing provisions, however, are subject to the foregoingcondition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default with respect to such series, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein—then and in every such case the holders of a majority in aggregate principal amount of all the Outstanding Securities of the applicable such series affected then Outstanding, by written notice to the Issuer and to the Trustee Trustee, may on behalf of the Holders of waive all of the Securities of defaults with respect to such series waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if: (i) all existing Events of Defaultconsequences, other than the nonpayment of the principal of but no such waiver or rescission and interest on the Securities that have become due solely by the declaration of acceleration, have been cured annulment shall extend to or waived, and (ii) the rescission would not conflict with shall affect any judgment subsequent default or decreeshall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, “Event of Default” with respect to any particular series of Securities of any series wherever used herein means the occurrence of each one or more of the following events with respect to the Securities of such series which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more; (b) default by any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor principal in respect of the Securities of such series, when due and payable; (b) default for more than 30 days in the payment of interest in respect of the Securities of such series, when due and payable; (c) the failure to perform any covenant or agreement of the Issuer or the Guarantor under this Indenture or the Securities of that series (other than defaults pursuant to paragraphs (a) a covenant or agreement which has been included in this Indenture or an indenture supplemental hereto solely for the benefit of a series of Securities other than that series and (b) aboveother than a covenant or agreement a default in the performance of which is elsewhere in this Section 4.01 specifically addressed), and continuance of such default which failure shall not have been remedied, or breach without provision deemed to be adequate for the remedying thereof having been made, for a period of 90 days or more after there has written notice shall have been given, by registered or certified mail, given to the Issuer by the Trustee or shall have been given to the Issuer and the Trustee by the Holders of at least 25% or more in aggregate principal amount of all of the Outstanding Securities of such series then Outstanding, a written notice specifying such default or breach and failure, requiring it the Issuer to be remedied remedy the same and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed entry by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter of: (i) a decree or order for relief in respect of any Obligor or any material Subsidiary of the Issuer or the Guarantor in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law now law; or (ii) a decree or hereafter order adjudging the Issuer or the Guarantor as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in effectrespect of the Issuer or the Guarantor under any applicable U.S. federal or state law, or appointing a custodian, receiver, liquidator, assignee, custodiantrustee, trustee sequestrator or sequestrator (other similar official of the Issuer or similar official) the Guarantor or of such party or for any substantial part of such party’s Property its property, or ordering the winding up or liquidation of such party’s its affairs, and the continuance of any such decree or order shall remain for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (fe) any Obligor or any material Subsidiary of the commencement by the Issuer shall commence or the Guarantor of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law now or hereafter in effectof any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of an a decree or order for relief in respect of the Issuer or the Guarantor in an involuntary case or proceeding under any such applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or the Guarantor, or the filing by the Issuer or the Guarantor of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state law, or the consent by the Issuer or the Guarantor to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, custodiantrustee, trustee sequestrator or sequestrator (other similar official of the Issuer or similar official) the Guarantor or of such party or for any substantial part of such party’s Propertyits property, or make any general the making by the Issuer or the Guarantor of an assignment for the benefit of creditors, or the admission by the Issuer or the Guarantor in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer or the Guarantor expressly in furtherance of any such action; or (gf) any other Event of Default provided in the Officers’ Certificatesupplemental indenture, supplemental indenture Board Resolution or Resolution of the Board of Directors Officer’s Certificate under which such series of Securities is issued or in the form of Security for such series. If For the avoidance of doubt, a default with respect to a single series of Securities under this Indenture or such series of Securities will not constitute a default with respect to any other series of Securities issued under this Indenture. Unless otherwise set forth in any applicable supplemental indenture, Board Resolution or Officer’s Certificate, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g4.01(f) above (if the Event of Default under clause 4.01(c) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless except for any series the principal of all of the Securities of such series which shall have already become due and payable, either the Trustee may by notice to the Issuer or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such a series affected thereby then Outstanding hereunder (voting together treated as a single one class) may by notice in writing to the Issuer and the Guarantor (and to the Trustee if given by HoldersSecurityholders), shall may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all such affected series of Securities and the Outstanding Securities of such series affected, together with all interest accrued and unpaid interest and premiumthereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(d) or 4.01(e) or 4.01(f) above occurs and is continuing, then the entire principal amount of the and accrued and unpaid interest and premium, if any, with respect to any Securities then Outstanding Securities of the applicable series will automatically shall ipso facto become and be immediately due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding The foregoing provisions, however, are subject to the foregoingcondition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer or the Guarantor shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses incurred, and all advances made, by the Trustee except as a result of negligence, willful misconduct or bad faith, and if any and all Events of Default under this Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Outstanding Securities of each such series (or of all the applicable series affected Securities, as the case may be) then Outstanding (in each case treated as one class), by written notice to the Issuer Issuer, the Guarantor and the Trustee, may waive all defaults with respect to the Trustee may on behalf of the Holders of all of the Securities of each such series waive (or with respect to all past defaults the Securities, as the case may be) and rescind and annul a such declaration of acceleration and its consequences if: (i) all existing Events of Defaultconsequences, other than the nonpayment of the principal of but no such waiver or rescission and interest on the Securities that have become due solely by the declaration of acceleration, have been cured annulment shall extend to or waived, and (ii) the rescission would not conflict with shall affect any judgment subsequent default or decreeshall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, “Event of Default” with respect to any particular series of Securities of any series wherever used herein means the occurrence of each one or more of the following events with respect to the Securities of such series which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more; (b) default by any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor principal in respect of the Securities of such series, when due and payable; (b) default for more than 30 days in the payment of interest in respect of the Securities of such series, when due and payable; (c) the failure to perform any covenant or agreement of the Issuer or any guarantor of the Securities under this Indenture or the Securities of that series (other than defaults pursuant a covenant or agreement which has been included in this Indenture or an indenture supplemental to paragraphs (a) this Indenture solely for the benefit of a series of Securities other than that series and (b) aboveother than a covenant or agreement a default in the performance of which is elsewhere in this Section 4.01 specifically addressed), and continuance of such default which failure shall not have been remedied, or breach without provision deemed to be adequate for the remedying thereof having been made, for a period of 90 days or more after there has written notice shall have been given, by registered or certified mail, given to the Issuer by the Trustee or shall have been given to the Issuer and the Trustee by the Holders of at least 25% or more in aggregate principal amount of all of the Outstanding Securities of such series then Outstanding, a written notice specifying such default or breach and failure, requiring it the Issuer to be remedied remedy the same and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed entry by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter of: (i) a decree or order for relief in respect of any Obligor the Issuer or any material Subsidiary guarantor of the Issuer Securities in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law now law; or (ii) a decree or hereafter order adjudging the Issuer or any guarantor of the Securities as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in effectrespect of the Issuer or any such guarantor under any applicable U.S. federal or state law, or appointing a custodian, receiver, liquidator, assignee, custodiantrustee, trustee sequestrator or sequestrator (other similar official of the Issuer or similar official) any such guarantor or of such party or for any substantial part of such party’s Property its property, or ordering the winding up or liquidation of such party’s its affairs, and the continuance of any such decree or order shall remain for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (fe) any Obligor the commencement by the Issuer or any material Subsidiary guarantor of the Issuer shall commence Securities of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law now or hereafter in effectof any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of an a decree or order for relief in respect of the Issuer or such guarantor in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or such guarantor, or the filing by the Issuer or such guarantor of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state law, or the consent by the Issuer or such guarantor to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, custodiantrustee, trustee sequestrator or sequestrator (other similar official of the Issuer or similar official) such guarantor or of such party or for any substantial part of such party’s Propertyits property, or make any general the making by the Issuer or such guarantor of an assignment for the benefit of creditors, or the admission by the Issuer or such guarantor in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer or such guarantor expressly in furtherance of any such action; or (gf) any other Event of Default provided in the Officers’ Certificatesupplemental indenture, supplemental indenture Board Resolution or Resolution of the Board of Directors Officer’s Certificate under which such series of Securities is issued or in the form of Security for such series. If For the avoidance of doubt, a default with respect to a single series of Securities under the Indenture or such series of Securities will not constitute a default with respect to any other series of Securities issued under the Indenture. Unless otherwise set forth in any applicable supplemental indenture, Board Resolution or Officer’s Certificate, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g4.01(f) above (if the Event of Default under clause 4.01(c) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless except for any series the principal of all of the Securities of such series which shall have already become due and payable, either the Trustee may by notice to the Issuer or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such a series affected thereby then Outstanding hereunder (voting together treated as a single one class) may by notice in writing to the Issuer (and to the Trustee if given by HoldersSecurityholders), shall may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such affected series affected, together with all and the interest accrued and unpaid interest and premiumthereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(d) or 4.01(e) or 4.01(f) above occurs and is continuing, then the entire principal amount of the and accrued and unpaid interest, if any, with respect to any Securities then Outstanding Securities of the applicable series will automatically shall ipso facto become and be immediately due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding The foregoing provisions, however, are subject to the foregoingcondition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses incurred, and all advances made, by the Trustee except as a result of negligence, willful misconduct or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Outstanding Securities of each such series (or of all the applicable series affected Securities, as the case may be) then Outstanding (in each case treated as one class), by written notice to the Issuer and the Trustee, may waive all defaults with respect to the Trustee may on behalf of the Holders of all of the Securities of each such series waive (or with respect to all past defaults the Securities, as the case may be) and rescind and annul a such declaration of acceleration and its consequences if: (i) all existing Events of Defaultconsequences, other than the nonpayment of the principal of but no such waiver or rescission and interest on the Securities that have become due solely by the declaration of acceleration, have been cured annulment shall extend to or waived, and (ii) the rescission would not conflict with shall affect any judgment subsequent default or decreeshall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, “Event of Default,” with respect to Securities of any series wherever used herein, means the occurrence of each one or more of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor the Company in the payment when due of any installment the interest or principal in respect of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of any such default for a period of 30 days or more;after the date when due, unless the Company shall have cured such default by payment within such period; or (b) default by the Company shall fail duly to perform or observe any Obligor other term, covenant or agreement contained in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor this Indenture in respect of the Securities of such series (other than defaults pursuant to paragraphs (a) and (b) above), and continuance of such default or breach for a period of 90 days or more after there has the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given, by registered or certified mail, given first to the Issuer Company (and to the Trustee in the case of notice by the Holders referred to below) by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the Outstanding then outstanding Securities of such series (such notification must specify the Event of Default, a written notice specifying such default or breach and requiring demand that it to be remedied and stating state that such notice the notification is a “Notice of Default” hereunder;); or (dc) the Guarantee shall not be (or is claimed by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect by any court having jurisdiction shall have been issued adjudging the Company bankrupt or insolvent or approving a petition seeking reorganization under the Bankruptcy Act of any Obligor Japan (Act No. 75 of 2004, as amended; the “Bankruptcy Act”), the Civil Rehabilitation Act of Japan (Act No. 225 of 1999, as amended; the “Civil Rehabilitation Act”), the Corporate Reorganization Act of Japan (Act No. 154 of 2002, as amended; the “Corporate Reorganization Act”), the Companies Act of Japan (Act No. 86 of 2005, as amended; the “Companies Act”) or any material Subsidiary of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar applicable law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property or ordering the winding up or liquidation of such party’s affairsJapan, and such decree or order shall remain have continued undischarged or unstayed and in effect for a period of 60 consecutive days;; or a decree or order of a court having jurisdiction for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of all or substantially all of its property or for the winding-up or liquidation of its affairs, shall have been issued, and such decree or order shall have continued undischarged or unstayed for a period of 60 days; or (fd) any Obligor the Company shall institute proceedings seeking adjudication of bankruptcy or seeking reorganization under the Bankruptcy Act, the Civil Rehabilitation Act, the Corporate Reorganization Act, the Companies Act or any material Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar applicable law now or hereafter in effectof Japan, or shall consent to the entry institution of an order for relief in an involuntary case under any such law, proceedings or shall consent to the appointment of a receiver or taking possession by a receiver, liquidator, assignee, custodian, liquidator or trustee or sequestrator (assignee in bankruptcy or similar official) insolvency of such party itself or for any substantial part of such party’s Propertyall or substantially all of its property, or make any general assignment an effective resolution shall have been passed by the Company for the benefit winding up or dissolution of creditorsits affairs, other than for the purpose of an amalgamation or merger, provided that the continuing or successor corporation has effectively assumed the obligations of the Company under such series of Securities and this Indenture; or (ge) any other Event of Default provided in the Officers’ Certificate, supplemental indenture or Board Resolution of the Board of Directors (as set forth in an Officer’s Certificate) under which such series of Securities is issued or in the form of Security for such series. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g) above (if the Event of Default under clause 4.01(c) occurs and is continuing with respect to less than all series of Securities then Outstanding) occurs and is continuinga series, then, and in each and every such case, unless the principal of all of the Securities of such series shall have has already become due and payable, either the Trustee may by notice to the Issuer or the Holders holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series affected (voting together as a single class) may then Outstanding hereunder by notice in writing to the Issuer Company (and to the Trustee if given by HoldersSecurityholders), shall may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such series affectedseries, together with all and the interest accrued and unpaid interest and premium, if anythereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default described in clauses 4.01(e) or 4.01(f) above occurs and is continuingwith respect to such series, then other than the entire principal amount non-payment of the Outstanding principal of Securities of the applicable series will automatically which shall have become due immediately by acceleration, shall have been cured, waived or otherwise remedied as provided herein—then and payable without any declaration or other act on in every such case the part of the Trustee or any Holder. Notwithstanding the foregoing, the Holders holders of a majority in aggregate principal amount of all the Outstanding Securities of the applicable such series affected then Outstanding, by written notice to the Issuer Company and to the Trustee Trustee, may on behalf of the Holders of waive all of the Securities of defaults with respect to such series waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if: (i) all existing Events of Defaultconsequences, other than the nonpayment of the principal of but no such waiver or rescission and interest on the Securities that have become due solely by the declaration of acceleration, have been cured annulment shall extend to or waived, and (ii) the rescission would not conflict with shall affect any judgment subsequent default or decreeshall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An “Event of Default” with respect to under each series of Securities of any series hereunder means the occurrence of one or more of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a1) default by any Obligor in the payment of any installment of interest upon any the applicable series of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more; (b2) default by any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any the applicable series of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c3) default by any Obligor in the performance, or breach, of any covenant in the officer’s certificate or warranty indenture governing the applicable series of an Obligor in respect of the Securities of such series (other than defaults pursuant to paragraphs specified in clause (a1) and or (b2) above), and continuance of such default or breach for a period of 90 days or more after there has been given, by registered or certified mail, to the Issuer by receives written notice from the Trustee or to the Issuer and the Trustee by receive written notice from the Holders of at least 25% in aggregate principal amount of the applicable series of Securities affected that is then outstanding (all of the Outstanding Securities of such series voting together as a single class) thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed by the Guarantor not to be) in full force and effect; (e4) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of any Obligor or any material Subsidiary of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party the Issuer or for any substantial part of such party’s its Property or ordering the winding up or liquidation of such party’s affairsthe affairs of the Issuer, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;; or (f5) any Obligor or any material Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party the Issuer or for any substantial part of such party’s its Property, or make any general assignment for the benefit of creditors; or (g) any other Event of Default provided in the Officers’ Certificate, supplemental indenture or Resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g) above (if the Event of Default under clause 4.01(c) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee may by notice to the Issuer or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series affected (voting together as a single class) may by notice in writing to the Issuer (and to the Trustee if given by Holders), shall declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such series affected, together with all accrued and unpaid interest and premium, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses 4.01(e) or 4.01(f) above occurs and is continuing, then the entire principal amount of the Outstanding Securities of the applicable series will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, the Holders of a majority in aggregate principal amount of the Outstanding Securities of the applicable series affected by written notice to the Issuer and to the Trustee may on behalf of the Holders of all of the Securities of such series waive all past defaults and rescind and annul a declaration of acceleration and its consequences if: (i) all existing Events of Default, other than the nonpayment of the principal of and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived, and (ii) the rescission would not conflict with any judgment or decree. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, “Event of Default” with respect to any particular series of Securities of any series wherever used herein means the occurrence of each one or more of the following events with respect to the Securities of such series which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more; (b) default by any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor principal in respect of the Securities of such series, when due and payable; (b) default for more than 30 days in the payment of interest in respect of the Securities of such series, when due and payable; (c) the failure to perform any covenant or agreement of the Issuer or the Guarantor under this Indenture or the Securities of that series (other than defaults pursuant a covenant or agreement which has been included in this Indenture or an indenture supplemental to paragraphs (a) this Indenture solely for the benefit of a series of Securities other than that series and (b) aboveother than a covenant or agreement a default in the performance of which is elsewhere in this Section 4.01 specifically addressed), and continuance of such default which failure shall not have been remedied, or breach without provision deemed to be adequate for the remedying thereof having been made, for a period of 90 days or more after there has written notice shall have been given, by registered or certified mail, given to the Issuer by the Trustee or shall have been given to the Issuer and the Trustee by the Holders of at least 25% or more in aggregate principal amount of all of the Outstanding Securities of such series then Outstanding, a written notice specifying such default or breach and failure, requiring it the Issuer to be remedied remedy the same and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed entry by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter of: (i) a decree or order for relief in respect of any Obligor or any material Subsidiary of the Issuer or the Guarantor in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law now law; or (ii) a decree or hereafter order adjudging the Issuer or the Guarantor as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in effectrespect of the Issuer or the Guarantor under any applicable U.S. federal or state law, or appointing a custodian, receiver, liquidator, assignee, custodiantrustee, trustee sequestrator or sequestrator (other similar official of the Issuer or similar official) the Guarantor or of such party or for any substantial part of such party’s Property its property, or ordering the winding up or liquidation of such party’s its affairs, and the continuance of any such decree or order shall remain for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (fe) any Obligor or any material Subsidiary of the commencement by the Issuer shall commence or the Guarantor of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency insolvency, reorganization or other similar law now or hereafter in effectof any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of an a decree or order for relief in respect of the Issuer or the Guarantor in an involuntary case or proceeding under any such applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or the Guarantor, or the filing by the Issuer or the Guarantor of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state law, or the consent by the Issuer or the Guarantor to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, custodiantrustee, trustee sequestrator or sequestrator (other similar official of the Issuer or similar official) the Guarantor or of such party or for any substantial part of such party’s Propertyits property, or make any general the making by the Issuer or the Guarantor of an assignment for the benefit of creditors, or the admission by the Issuer or the Guarantor in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer or the Guarantor expressly in furtherance of any such action; or (gf) any other Event of Default provided in the Officers’ Certificatesupplemental indenture, supplemental indenture Board Resolution or Resolution of the Board of Directors Officer’s Certificate under which such series of Securities is issued or in the form of Security for such series. If For the avoidance of doubt, a default with respect to a single series of Securities under the Indenture or such series of Securities will not constitute a default with respect to any other series of Securities issued under the Indenture. Unless otherwise set forth in any applicable supplemental indenture, Board Resolution or Officer’s Certificate, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g4.01(f) above (if the Event of Default under clause 4.01(c) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless except for any series the principal of all of the Securities of such series which shall have already become due and payable, either the Trustee may by notice to the Issuer or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such a series affected thereby then Outstanding hereunder (voting together treated as a single one class) may by notice in writing to the Issuer and the Guarantor (and to the Trustee if given by HoldersSecurityholders), shall may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such affected series affected, together with all and the interest accrued and unpaid interest and premiumthereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(d) or 4.01(e) or 4.01(f) above occurs and is continuing, then the entire principal amount of the and accrued and unpaid interest, if any, with respect to any Securities then Outstanding Securities of the applicable series will automatically shall ipso facto become and be immediately due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding The foregoing provisions, however, are subject to the foregoingcondition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer or the Guarantor shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses incurred, and all advances made, by the Trustee except as a result of negligence, willful misconduct or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Outstanding Securities of each such series (or of all the applicable series affected Securities, as the case may be) then Outstanding (in each case treated as one class), by written notice to the Issuer Issuer, the Guarantor and the Trustee, may waive all defaults with respect to the Trustee may on behalf of the Holders of all of the Securities of each such series waive (or with respect to all past defaults the Securities, as the case may be) and rescind and annul a such declaration of acceleration and its consequences if: (i) all existing Events of Defaultconsequences, other than the nonpayment of the principal of but no such waiver or rescission and interest on the Securities that have become due solely by the declaration of acceleration, have been cured annulment shall extend to or waived, and (ii) the rescission would not conflict with shall affect any judgment subsequent default or decreeshall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An “Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, "Event of Default” " with respect to Securities of any series wherever used herein, means the occurrence of each one or more of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor for more than 30 days in the payment of any installment of interest upon any interest, premium or principal in respect of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more;Securities; or (b) default by the failure to perform or observe any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any of other obligations under the Securities which failure continues for the period of such series as 60 days next following service on the Issuer and when the Guarantor of notice requiring the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise;to be remedied; or (c) default the entry by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor in respect of the Securities of such series (other than defaults pursuant to paragraphs (a) and (b) above), and continuance of such default or breach for a period of 90 days or more after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of such series , a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed by the Guarantor not to be) in full force and effect; (e) a court having competent jurisdiction in the premises shall enter of: (i) a decree or order for relief in respect of any Obligor or any material Subsidiary of the Issuer or the Guarantor in an involuntary case proceeding under any applicable bankruptcy, insolvency insolvency, reorganization law (including Chapter X of the Act of the Supervision of the Credit System (Wet toezicht kredietwezen 1992) of the Netherlands) (other than a reorganization under a foreign law that does not relate to insolvency) or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property or ordering the winding up or liquidation of such party’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;; or (fii) any Obligor a decree or any material Subsidiary order adjudging the Issuer or the Guarantor to be insolvent, or approving a petition seeking reorganization (other than a reorganization under a foreign law that does not relate to insolvency), arrangement, adjustment or composition of the Issuer or the Guarantor and such decree or order shall commence remain unstayed and in effect for a period of 60 consecutive days; or (iii) a final and non-appealable order appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Issuer or the Guarantor of any substantial part of the property of the Issuer or the Guarantor or ordering the winding up or liquidation of the affairs of the Issuer or the Guarantor; or (d) the commencement by the Issuer or the Guarantor of a voluntary case proceeding under any applicable bankruptcy, insolvency insolvency, reorganization (other than a reorganization under a foreign law that does not relate to insolvency) or other similar law now or hereafter in effect, of a voluntary proceeding seeking to be adjudicated insolvent or the consent by the Issuer or the Guarantor to the entry of an a decree or order for relief in an involuntary case proceeding under any such applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it, or the filing by the Issuer or the Guarantor of a petition or answer or consent seeking reorganization, arrangement, adjustment or composition of the Issuer or relief under any applicable law, or the consent by the Issuer or the Guarantor to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, custodian, trustee or sequestrator (similar official of the Issuer or similar official) of such party the Guarantor or for any substantial part of such party’s Property, the property of the Issuer or make any general the Guarantor or the making by the Issuer or the Guarantor of an assignment for the benefit of creditors, or the taking of corporate action, including the passing of an effective resolution, by the Issuer or the Guarantor in furtherance of any such action; or (ge) any other Event of Default provided in the Officers’ Certificate, supplemental indenture or Resolution resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g4.01(e) above (if the Event of Default under clause 4.01(cclauses 4.01(b) or 4.01(e) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless except for any series the principal of all of the Securities of such series which shall have already become due and payable, either the Trustee may by notice to the Issuer or the Holders holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such all series affected thereby then Outstanding hereunder (voting together treated as a single one class) may by notice in writing to the Issuer (and to the Trustee if given by HoldersSecurityholders), shall may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such affected series affected, together with all and the interest accrued and unpaid interest and premiumthereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(b) or 4.01(e) (if the Event of Default under clauses 4.01(b) or 4.01(f4.01(e) above is with respect to all series of Securities at the time Outstanding) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of all the then Outstanding Securities hereunder (treated as one class) for which any applicable supplemental indenture does not prevent acceleration under the relevant circumstances, by notice in writing to the Issuer and the Guarantor (and to the Trustee if given by Securityholders), may declare the entire principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(c) or 4.01(d), then the principal and accrued and unpaid interest, and premium of any, with respect to any Securities of the applicable series will automatically then Outstanding shall ipso facto become and be immediately due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding The foregoing provisions, however, are subject to the foregoingcondition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders Issuer or the Guarantor shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein--then and in every such case the holders of a majority in aggregate principal amount of all the Outstanding Securities of each such series (or of all the applicable series affected Securities, as the case may be), then Outstanding (in each case treated as one class), by written notice to the Issuer Issuer, the Guarantor and to the Trustee Trustee, may on behalf of the Holders of waive all of the Securities of defaults with respect to each such series waive (or with respect to all past defaults the Securities, as the case may be) and rescind and annul a such declaration of acceleration and its consequences if: (i) all existing Events of Defaultconsequences, other than the nonpayment of the principal of but no such waiver or rescission and interest on the Securities that have become due solely by the declaration of acceleration, have been cured annulment shall extend to or waived, and (ii) the rescission would not conflict with shall affect any judgment subsequent default or decreeshall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An “Event of Default” with respect to under each series of Securities of any series hereunder means the occurrence of one or more of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor in the payment of any installment of interest upon any the applicable series of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more; (b) default by any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any the applicable series of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, upon required repurchase, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant in the Indenture, including any additional covenants set forth in any Officer’s Certificate or warranty supplemental indenture governing the applicable series of an Obligor in respect of the Securities of such series Securities, (other than defaults pursuant to paragraphs specified in clause (a) and or (b) above), and continuance of such default or breach for a period of 90 days or more after there has been given, by registered or certified mail, to the Issuer by receives written notice from the Trustee or to the Issuer and the Trustee by receive written notice from the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of all such series affected then outstanding (all such series voting together as a single class) thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of any Obligor the Issuer or any material Significant Subsidiary of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or any such party Significant Subsidiary or for any substantial part of such party’s its Property or ordering the winding up or liquidation of the affairs of the Issuer or any such party’s affairsSignificant Subsidiary, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (fe) any Obligor the Issuer or any material Significant Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or any such party Significant Subsidiary or for any substantial part of such party’s its Property, or make any general assignment for the benefit of creditors; (1) a failure to make any payment at maturity, including any applicable grace period, on any Indebtedness of the Issuer (other than Indebtedness of Issuer owing to any of its Subsidiaries) outstanding in an amount in excess of $250,000,000 and continuance of this failure to pay or (2) a default on any Indebtedness of the Issuer (other than Indebtedness owing to any of its Subsidiaries), which default results in the acceleration of such Indebtedness in an amount in excess of $250,000,000 without such Indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (1) or (2) above, for a period of 30 days after such failure to pay or acceleration, as applicable; orprovided, however, that if any failure, default or acceleration referred to in clause (1) or (2) above ceases or is cured, waived, rescinded or annulled, then the Event of Default hereunder will be deemed cured; and (g) any other Event of Default provided in the Officers’ Officer’s Certificate, supplemental indenture or Resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If an Event of Default occurs and is continuing (other than an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), Section 4.01(d) or 4.01(gSection 4.01(e) above (if the Event of Default under clause 4.01(c) is with respect to less than all series of Securities then Outstanding) occurs and is continuingthe Issuer), then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee may by notice to may, and at the Issuer or direction of the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of each such series affected that is then Outstanding hereunder (each such series voting together as a single class) may by notice in writing to the Issuer (and to the Trustee if given by Holders), shall shall, declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of each such series affectedseries, together with all accrued and unpaid interest and premium, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses 4.01(eSection 4.01(d) or 4.01(fSection 4.01(e) above occurs and is continuingcontinuing with respect to the Issuer, then the entire principal amount of the Outstanding Securities of the applicable series will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, the Holders of a majority in aggregate principal amount of all series of the Outstanding Securities of the applicable affected (all such series affected voting together as a single class) by written notice to the Issuer and to the Trustee may on behalf of the Holders of all of the Securities of such series waive all past defaults and rescind and annul a declaration of acceleration and its consequences if: (i) all existing Events of Default, other than the nonpayment of the principal of and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived, and (ii) the rescission would not conflict with any judgment or decree. For all purposes under this the Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, “Event of Default” ”, with respect to Securities of any series wherever used herein, means the occurrence of each one or more of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor shall be made for more than 15 days in the payment of any installment principal or for more than 30 days in the payment of interest upon in respect of any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more;series; or (b) default by any Obligor the Issuer defaults in the payment performance or observance of the principalany covenant, condition or premium, if any, or sinking fund installment, if any, on any of provision contained in the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor this Indenture in respect of the Securities of such series (other than defaults pursuant to paragraphs (a) and (b) above), and continuance of such default or breach for a period of 90 days or more after there has written notification requesting such default to be remedied by the Issuer shall first have been given, by registered or certified mail, given to the Issuer (and to the Trustee in the case of notice by the Holders referred to below) by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the Outstanding then outstanding Securities of such series (such notification must specify the Event of Default, a written notice specifying such default or breach and requiring demand that it to be remedied and stating state that such notice the notification is a “Notice of Default” hereunder;); or (c) the Issuer shall have become bound as a consequence of a default by it in its obligations in respect of any indebtedness for borrowed moneys having a total principal amount then outstanding of at least US$50,000,000 (or its equivalent in any other currency or currencies) contracted or incurred by it prematurely to repay the same, or the Issuer shall have defaulted in the repayment of any such indebtedness contracted or incurred by it at the later of the maturity thereof or the expiration of any applicable grace period therefor, or the Issuer shall have failed to pay when properly called upon to do so, and after the expiration of any applicable grace period, any guarantee contracted or incurred by it of any such indebtedness in accordance with the terms of any such guarantee, and in any such case any such acceleration, default or failure to pay, as the case may be, is not being contested in good faith and not cured or otherwise made good within 15 days after such acceleration, default or failure to pay; or (d) a final and non-appealable order of a court of competent jurisdiction shall be made or an effective resolution of the Guarantee Issuer shall not be (passed for the winding-up or is claimed by dissolution of the Guarantor not Issuer except for the purposes of or pursuant to be) a consolidation, amalgamation, merger or reconstruction under which the continuing corporation or the corporation formed as a result thereof effectively assumes the entire obligations of the Issuer under this Indenture in full force and effect;relation to the Securities of such series; or (e) an encumbrancer shall have taken possession, or a court having jurisdiction trustee or receiver shall have been appointed, in bankruptcy, civil rehabilitation, reorganization or insolvency of the premises Issuer, of all or substantially all of its assets and undertakings and such possession or appointment shall enter have continued undischarged and unstayed for a period of 90 days; or (f) the Issuer shall stop payment (within the meaning of the bankruptcy law of Japan) or (otherwise than for the purposes of such a consolidation, amalgamation, merger or reconstruction as is referred to in paragraph (d) above) shall cease to carry on business or shall be unable to pay its debts generally as and when they fall due; or (g) a decree or order for relief in respect of by any Obligor or any material Subsidiary of court having jurisdiction shall have been issued adjudging the Issuer in an involuntary case bankrupt or insolvent, or approving a petition seeking with respect to the Issuer reorganization or liquidation under any applicable bankruptcy, civil rehabilitation, reorganization or insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property or ordering the winding up or liquidation of such party’s affairsJapan, and such decree or order shall remain have continued undischarged and unstayed and in effect for a period of 60 consecutive 90 days;; or (fh) any Obligor or any material Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, initiate or consent to the entry proceedings relating to itself under bankruptcy, civil rehabilitation, reorganization or insolvency law of an order for relief in an involuntary case under any such law, Japan or consent to the appointment of shall make a conveyance or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property, or make any general assignment for the benefit of creditorsof, or shall enter into any composition with, its creditors generally; or (gi) any other Event of Default provided in the Officers’ Certificate, supplemental indenture or Resolution resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d4.01(f) or 4.01(g4.01(i) above (if the Event of Default under clause 4.01(c) occurs and is continuing with respect to less than all series of Securities then Outstanding) occurs and is continuinga series, then, and in each and every such case, unless the principal of all of the Securities of such series shall have has already become due and payable, either the Trustee may by notice to the Issuer or the Holders holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series affected (voting together as a single class) may then Outstanding hereunder by notice in writing to the Issuer (and to the Trustee if given by HoldersSecurityholders), shall may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such series affectedseries, together with all and the interest accrued and unpaid interest and premium, if anythereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(d), 4.01(e), 4.01(g) or 4.01(f4.01(h) above occurs and is continuing, then the entire principal amount of the and accrued and unpaid interest with respect to any Securities then Outstanding Securities of the applicable series will automatically shall ipso facto become and be immediately due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding The foregoing provisions, however, are subject to the foregoingcondition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default with respect to such series, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein—then and in every such case the holders of a majority in aggregate principal amount of all the Outstanding Securities of the applicable such series affected then Outstanding, by written notice to the Issuer and to the Trustee Trustee, may on behalf of the Holders of waive all of the Securities of defaults with respect to such series waive all past defaults and rescind and annul a such declaration of acceleration and its consequences if: (i) all existing Events of Defaultconsequences, other than the nonpayment of the principal of but no such waiver or rescission and interest on the Securities that have become due solely by the declaration of acceleration, have been cured annulment shall extend to or waived, and (ii) the rescission would not conflict with shall affect any judgment subsequent default or decreeshall impair any right consequent thereon. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An “Event of Default” with respect to under each series of Securities of any series hereunder means the occurrence of one or more of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor in the payment of any installment of interest upon any the applicable series of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more; (b) default by any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any the applicable series of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, upon required repurchase, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant in the Indenture, including any additional covenants set forth in any Officer's Certificate or warranty supplemental indenture governing the applicable series of an Obligor in respect of the Securities of such series Securities, (other than defaults pursuant to paragraphs (aspecified in clause ‎(a) and (bor ‎(b) above), and continuance of such default or breach for a period of 90 days or more after there has been given, by registered or certified mail, to the Issuer by receives written notice from the Trustee or the Issuer (with a copy to the Issuer and the Trustee by Trustee) receives written notice from the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of all such series affected then outstanding (all such series voting together as a single class) thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of any Obligor or any material Subsidiary of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party the Issuer or for any substantial part of such party’s its Property or ordering the winding up or liquidation of such party’s affairsthe affairs of the Issuer, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (fe) any Obligor or any material Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party the Issuer or for any substantial part of such party’s its Property, or make any general assignment for the benefit of creditors; (1) a failure to make any payment at maturity, including any applicable grace period, on any Indebtedness of the Issuer (other than Indebtedness of Issuer owing to any of its Subsidiaries) outstanding in an amount in excess of $100,000,000 and continuance of this failure to pay or (2) a default on any Indebtedness of the Issuer (other than Indebtedness owing to any of its Subsidiaries), which default results in the acceleration of such Indebtedness in an amount in excess of $100,000,000 without such Indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (1) or (2) above, for a period of 30 days after such failure to pay or acceleration, as applicable; orprovided, however, that if any failure, default or acceleration referred to in clause (1) or (2) above ceases or is cured, waived, rescinded or annulled, then the Event of Default hereunder will be deemed cured; and (g) any other Event of Default provided in the Officers’ Officer’s Certificate, supplemental indenture or Resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If an Event of Default described in clauses ‎Section 4.01(a), ‎Section 4.01(b), ‎Section 4.01(c), 4.01(d‎Section 4.01(f) or ‎Section 4.01(g) above (if the Event of Default under clause 4.01(c) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee may by notice to the Issuer or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of each such series affected that is then Outstanding hereunder (each such series voting together as a single class) may by notice in writing to the Issuer (and to the Trustee if given by Holders), shall may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of each such series affectedseries, together with all accrued and unpaid interest and premium, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses 4.01(e‎Section 4.01(d) or 4.01(f‎Section 4.01(e) above occurs and is continuing, then the entire principal amount of the Outstanding Securities of the applicable series will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, the Holders of a majority in aggregate principal amount of all series of the Outstanding Securities of the applicable affected (all such series affected voting together as a single class) by written notice to the Issuer and to the Trustee may on behalf of the Holders of all of the Securities of such series waive all past defaults and rescind and annul a declaration of acceleration and its consequences if: (i) all existing Events of Default, other than the nonpayment of the principal of and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived, and (ii) the rescission would not conflict with any judgment or decree. For all purposes under this the Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An “Event of Default” with respect to Securities of any series means the occurrence of one or more of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days or more; (b) default by any Obligor in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor in respect of the Securities of such series (other than defaults pursuant to paragraphs (a) and (b) above), and continuance of such default or breach for a period of 90 days or more after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of such all series affected (voting together as a single class) thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) the Guarantee shall not be (or is claimed by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of any Obligor or any material Subsidiary of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property or ordering the winding up or liquidation of such party’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (f) any Obligor or any material Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property, or make any general assignment for the benefit of creditors; or (g) any other Event of Default provided in the Officers’ Officer’s Certificate, supplemental indenture or Resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g) above (if the Event of Default under clause 4.01(c) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee may by notice to may, and at the Issuer or direction of the Holders of not less than 25% in aggregate principal amount of all of the Outstanding Securities of such all series affected (voting together as a single class) may by notice in writing to the Issuer (and to the Trustee if given by Holders), shall declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such all series affected, together with all accrued and unpaid interest and premium, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses 4.01(e) or 4.01(f) above occurs and is continuing, then the entire principal amount of the Outstanding Securities of the applicable series will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, the Holders of a majority in aggregate principal amount of all of the Outstanding Securities of the applicable all series affected (voting together as a single class) by written notice to the Issuer and to the Trustee may on behalf of the Holders of all of the Securities of such all series affected waive all past defaults and rescind and annul a declaration of acceleration and its consequences if: (i) all existing Events of Default, other than the nonpayment of the principal of and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived, and (ii) the rescission would not conflict with any judgment or decree. For all purposes under this the Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An Unless otherwise established in accordance with Section 2.03 or by any applicable supplemental indenture, “Event of Default,” with respect to Securities of any series wherever used herein, means the occurrence of each one or more of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by any Obligor the Company in the payment when due of principal or any installment premium in respect of interest upon any of the Securities of such series as and on the date when the same shall become due and payable, such non-payment continues for a period of 30 days; (b) default by the Company in the payment when due of the interest in respect of any of the Securities and the continuance of any such default for a period of 30 days after the date when due, unless the Company shall have cured such default by payment within such period; or more;Table of Contents (bc) default by the Company shall fail duly to perform or observe any Obligor other term, covenant or agreement contained in the payment of the principal, or premium, if any, or sinking fund installment, if any, on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor this Indenture in respect of the Securities of such series (other than defaults pursuant to paragraphs (a) and (b) above), and continuance of such default or breach for a period of 90 days or more after there has the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given, by registered or certified mail, given first to the Issuer Company (and to the Trustee in the case of notice by the Holders referred to below) by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the then Outstanding Securities of such series (such notification must specify the Event of Default, a written notice specifying such default or breach and requiring demand that it to be remedied and stating state that such notice the notification is a “Notice of Default” hereunder;); or (d) the Guarantee shall not be (or is claimed by the Guarantor not to be) in full force and effect; (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect by any court having jurisdiction shall have been issued adjudging the Company bankrupt or insolvent or approving a petition seeking reorganization under the Bankruptcy Act of any Obligor Japan (Act No. 75 of 2004, as amended) (the “Bankruptcy Act”), the Civil Rehabilitation Act of Japan (Act No. 225 of 1999, as amended) (the “Civil Rehabilitation Act”), the Corporate Reorganization Act of Japan (Act No. 154 of 2002, as amended) (the “Corporate Reorganization Act”), the Companies Act of Japan (Act No. 86 of 2005, as amended) (the “Companies Act”) or any material Subsidiary of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar applicable law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property or ordering the winding up or liquidation of such party’s affairsJapan, and such decree or order shall remain have continued undischarged or unstayed and in effect for a period of 60 consecutive days;; or a decree or order of a court having jurisdiction for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of all or substantially all of its property or for the winding-up or liquidation of its affairs, shall have been issued, and such decree or order shall have continued undischarged or unstayed for a period of 60 days; or (fe) any Obligor the Company shall institute proceedings seeking adjudication of bankruptcy or seeking reorganization under the Bankruptcy Act, the Civil Rehabilitation Act, the Corporate Reorganization Act, the Companies Act or any material Subsidiary of the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar applicable law now or hereafter in effectof Japan, or shall consent to the entry institution of an order for relief in an involuntary case under any such law, proceedings or shall consent to the appointment of a receiver or taking possession by a receiver, liquidator, assignee, custodian, liquidator or trustee or sequestrator (assignee in bankruptcy or similar official) insolvency of such party itself or for any substantial part of such party’s Propertyall or substantially all of its property, or make any general assignment an effective resolution shall have been passed by the Company for the benefit winding up or dissolution of creditorsits affairs, other than for the purpose of an amalgamation or merger, provided that the continuing or successor corporation has effectively assumed the obligations of the Company under such series of Securities and this Indenture; or (gf) any other Event of Default provided in the Officers’ Certificate, supplemental indenture or Board Resolution of the Board of Directors (as set forth in an Officer’s Certificate) under which such series of Securities is issued or in the form of Security for such series. If Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g) above (if the Event of Default under clause 4.01(c) occurs and is continuing with respect to less than all series of Securities then Outstanding) occurs and is continuinga series, then, and in each and every such case, unless the principal of all of the Securities of such series shall have has already become due and payable, either the Trustee may by notice to the Issuer or the Holders holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series affected (voting together as a single class) may then Outstanding hereunder by notice in writing to the Issuer Company (and to the Trustee if given by HoldersSecurityholders), shall may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Outstanding Securities of such series affectedseries, together with all and the interest accrued and unpaid interest and premium, if anythereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses 4.01(e) or 4.01(f) above occurs and is continuing, then the entire principal amount of the Outstanding Securities of the applicable series will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, the Holders of a majority in aggregate principal amount of the Outstanding Securities of the applicable series affected by written notice to the Issuer and to the Trustee may on behalf of the Holders of all of the Securities of such series waive all past defaults and rescind and annul a declaration of acceleration and its consequences if: (i) all existing Events of Default, other than the nonpayment of the principal of and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived, and (ii) the rescission would not conflict with any judgment or decree. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Event of Default; Acceleration of Maturity, Waiver of Default. An Unless either inapplicable to a particular series or specifically deleted or modified in or pursuant to the supplemental indenture, Officers’ Certificate or Board Resolution establishing such series of Securities or in the form of Security for such series, an “Event of Default,” wherever used herein with respect to Securities of any series means the occurrence of one or more of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgmentseries, decree or order of any court or any order, rule or regulation of any administrative or governmental body):occurs if: (a) default by any Obligor the Issuer defaults in the payment of any installment of interest upon on any Security of the Securities of such that series as and under this Indenture when the same shall become due and payabledue, and continuance of such default has continued for a period of 30 90 days or moremore and the time for payment has not been extended or deferred; (b) default by any Obligor the Issuer defaults in the payment when due (at stated maturity, upon redemption or otherwise) of the principal, or premium, if any, or sinking fund installment, if any, on any principal of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwisethat series; (c) default by any Obligor in the performance, or breach, of any covenant or warranty of an Obligor in respect of the Securities of such series Indenture (other than defaults pursuant to paragraphs specified in clauses (a) and or (b) above), ) and continuance of such the default or breach continues for a period of 90 days or more after there has been given, by registered or certified mail, to the Issuer by receives written notice from the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of such series , a that series; (d) the Issuer fails for 90 days after written notice specifying such default or breach and requiring it to be remedied and the Issuer, stating that such notice is a “Notice of Default” hereunder; (d) , from the Guarantee shall Trustee or the Holders of not be (less than 25% in aggregate principal amount of the Securities of that series then Outstanding to observe or is claimed by perform any of the Guarantor not other covenants contained in the Indenture or with respect to be) in full force and effectSecurities of that series; (e) a court having jurisdiction in the premises shall enter a decree or order for relief Issuer fails to deposit any sinking fund payment, when due, in respect of any Obligor or any material Subsidiary Security of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of such party or for any substantial part of such party’s Property or ordering the winding up or liquidation of such party’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive daysthat series; (f) any Obligor or any material Subsidiary of the Issuer shall commence pursuant to or within the meaning of any Bankruptcy Law (1) commences a voluntary case under any applicable bankruptcycase, insolvency or other similar law now or hereafter in effect, or consent (2) consents to the entry of an order for relief against it in an involuntary case under any such lawcase, or consent (3) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) custodian of such party it or for any substantial part all or substantially all of such party’s Property, its property or make any (4) makes a general assignment for the benefit of its creditors; (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (1) is for relief against the Issuer in an involuntary case, (2) appoints a custodian of the Issuer for all or substantially all of the Issuer’s properties, or (3) orders the liquidation of the Issuer, and, in any of the above cases, the order or decree remains unstayed and in effect for 90 days; or (gh) any other Event of Default provided for in the Officers’ Certificate, supplemental indenture or Resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. If an Event of Default described in clauses 4.01(a), 4.01(b), 4.01(c), 4.01(d) or 4.01(g) above (if the Event of Default under clause 4.01(c) is as contemplated by Section 2.03 with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, the Trustee may by notice to the Issuer or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series affected (voting together as a single class) may by notice in writing to the Issuer (and to the Trustee if given by Holders), shall declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such any series) of all of the Outstanding Securities of such series affected, together with all accrued and unpaid interest and premium, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses 4.01(e) or 4.01(f) above occurs and is continuing, then the entire principal amount of the Outstanding Securities of the applicable series will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Notwithstanding the foregoing, the Holders of a majority in aggregate principal amount of the Outstanding Securities of the applicable series affected by written notice to the Issuer and to the Trustee may on behalf of the Holders of all of the Securities of such series waive all past defaults and rescind and annul a declaration of acceleration and its consequences if: (i) all existing Events of Default, other than the nonpayment of the principal of and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived, and (ii) the rescission would not conflict with any judgment or decree. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.