Common use of Form, Denomination and Date of Securities; Payments of Interest Clause in Contracts

Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities shall be issued as Registered Global Securities and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issued. The Securities shall be issuable as Registered Securities without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriate.

Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities and the Trustee's certificates of authentication shall be issued as Registered Global substantially in the form recited above; PROVIDED that Exchange Securities and in denominations as (i) shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as contain the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing alternative third paragraph appearing on the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount reverse of the Securities that are in the form recited above and (ii) shall not contain terms with respect to be issuedtransfer restrictions. The Securities shall be issuable as Registered Securities without couponsin denominations provided for in the form of Security recited above. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer officers of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution determine with the approval of such Securitiesthe Trustee. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, including those required by Section 2.05, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the dates specified on the face of the form of Security recited above. Securities offered and sold in reliance on Section 4(2) and Rule 144A shall be issued initially in the form of a single permanent global Security in registered form, substantially in the form hereinabove recited (each, a "GLOBAL SECURITY"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf as herein provided. The aggregate principal amount of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company Security may from time to time designate in writing to be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The person in whose name any Security is registered at the close of business on any Interest Record Date with respect to any Interest Payment Date shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Security subsequent to the Interest Record Date and prior to such Interest Payment Date, except if and to the extent the Company shall bear default in the payment of the interest due on such legend as may Interest Payment Date, in which case such defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, shall be appropriatepaid to the persons in whose names outstanding Securities are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of such payment) established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date.

Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities of each series and the Trustee's certificates of authentication shall be issued substantially in the forms of Annex A, Annex B and Annex C hereto; provided that Exchange Securities with respect to any series (i) shall contain the alternative fourth paragraph appearing on the reverse of the form of Security of such series provided in Annex A, Annex B or Annex C hereto, as Registered Global Securities the case may be, and in denominations as (ii) shall be specified as contemplated by Section 2.03not contain terms with respect to transfer restrictions. The Securities of any each series shall be denominated issuable in minimum principal amounts of $200,000 and denominations in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security of such series provided in Annex A, Annex B or an indenture supplemental hereto or Board Resolution establishing Annex C hereto, as the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issuedcase may be. The Securities shall be issuable as Registered Securities without coupons. The Securities of each series shall be numbered, lettered, lettered or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer officers of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution determine with the approval of such Securitiesthe Trustee. Any of the Securities of any series may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, including those required by Section 2.05, or with the rules of the Depositary or any securities market in which the Securities of such series are admitted to trading, or to conform to general usage. Each Security of each series shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the dates specified on the face of the form of Security of such series provided in Annex A, Annex B or Annex C hereto, as the Company case may determine appropriate to provide notice be. Securities of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security each series offered and sold in reliance on Section 4(2) and Rule 144A shall be delivered issued initially in the form of one or more permanent global Securities in registered form, substantially in the form hereinabove recited (each a "Global Security"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as herein provided. The person in whose name any Security is registered at the close of business on any Interest Record Date with respect to and deposited with any Interest Payment Date shall be entitled to receive the Depositary orinterest, pursuant if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Security subsequent to the Depositary’s instructionsInterest Record Date and prior to such Interest Payment Date, except if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, in which case such defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, shall be delivered paid to the persons in whose names outstanding Securities are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of such payment) established by the Trustee notice given by mail by or on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trusteeholders of Securities not less than 15 days preceding such subsequent record date. Every permanent Global Security will provide that interest, and shall bear if any, payable on any Interest Payment Date will be paid to DTC, with respect to that portion of such legend as may be appropriatepermanent Global Security held for its account by Cede & Co. for the purpose of permitting such party to credit the interest received by it in respect of such permanent Global Security to the accounts of the beneficial owners thereof.

Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities and the Trustee’s certificates of authentication shall be issued as Registered Global Securities and substantially in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issuedrecited above. The Securities shall be issuable as Registered registered Securities without couponscoupons and in denominations of $ 1,000 and multiples thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and shall have imprinted thereon the Parent Guarantee and the legend substantially in the form recited above (the “Legend”) and may have imprinted or otherwise reproduced thereon such other legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered by dated the Trustee date of its authentication, shall bear interest from the applicable date and shall be payable on the dates specified on the face of the form of Security recited above. The person in whose name any Security is registered at the close of business on any Interest Record Date with respect to and deposited with any Interest Payment Date shall be entitled to receive the Depositary orinterest, pursuant if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Securities subsequent to the Depositary’s instructionsInterest Record Date and prior to such Interest Payment Date, except if and to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date, in which case such defaulted interest shall be delivered paid to the persons in whose names outstanding Securities are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by the Trustee notice given by mail by or on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing Issuer to the Trustee, and shall bear holders of Securities not less than 15 days preceding such legend as may be appropriatesubsequent record date.

Form, Denomination and Date of Securities; Payments of Interest. (a) Each Security and the Trustee’s certificate of authentication thereof shall be substantially in the form set forth in Exhibit A hereto. The Securities shall be issued as Registered Global Securities and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 US$50,000 and in integral multiples of $US$1,000 in excess thereof, or such other denominations, integral multiples thereof and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issued. The Securities shall be issuable as Registered Securities in registered form, without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans method as the Responsible Officer officer of the Company executing the same may determine, determine as evidenced by such Responsible Officerofficer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, including those required by Section 2.05, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the dates specified on the face of the form set forth in Exhibit A hereto. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities (the “Rule 144A Global Securities”), registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and bearing the Securities Act Legend and the Global Legend, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee to as herein provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more global Securities, registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and bearing the Global Legend (the “Regulation S Global Securities”), deposited with the Trustee, as custodian for the Depositary oror its nominee, pursuant to duly executed by the Depositary’s instructions, shall be delivered Company and authenticated by the Trustee on behalf of the Depositary as herein provided. Rule 144A Global Securities and Regulation S Global Securities are sometimes referred to and deposited with the Depositary’s custodian, and in either case shall be registered in such name herein as the Depositary shall specify“Global Securities”. Registered The aggregate principal amount of Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The Person in whose name any Security is registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any registration of any transfer or exchange of such Security subsequent to the Regular Record Date and prior to such Interest Payment Date, except if and to the extent the Company shall bear default in the payment of the interest due on such legend as may Interest Payment Date, in which case such Defaulted Interest, plus any additional amounts, plus (to the extent lawful) any interest payable on such Defaulted Interest and any additional amounts, shall be appropriatepaid to the Persons in whose names outstanding Securities are registered at the close of business on a Special Record Date established by the Company in accordance with Section 2.11(c).

Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities and the Trustee's certificates of authentication shall be issued substantially in the forms attached hereto as Registered Global Securities and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereofExhibits A-C, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issuedrespectively. The Securities shall be issuable as Registered Securities registered securities without coupons. coupons and in denominations provided for in the form of Security attached hereto as Exhibits A and B. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer officers of the Company Issuer executing the same may determinedetermine with the approval of the Trustee. The Securities shall be issued in registered form and may, as evidenced if agreed by the Issuer and the Holder, be issued in the form of a permanent Global security (any such Responsible Officer’s execution Global security, "Global Securities") in the form set forth in Exhibit A hereto. Securities may be issued, if agreed by the Issuer and the Holder, in the form of such Securitiesdefinitive Securities in physical form. Securities shall be issued in registered form, substantially in the form set forth in Exhibit B hereto. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage. The Issuer shall furnish any such legends or endorsements to the Trustee in writing. The Issuer shall approve the form of the Securities and any notation, legend or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxationendorsement on them. Each Registered Global Security shall be delivered by dated the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructionsdate of its authentication, shall bear interest from the date stated therein and shall be delivered by payable on the Trustee dates specified on behalf the face of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriateapplicable form of Security.

Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities shall be issued as Registered Global Securities in the forms set forth in Exhibit A, in the case of fixed rate Securities, and Exhibit B, in the case of floating rate Securities, and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issued. The Securities shall be issuable as Registered Securities without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriate.