Common use of Subordination of the Securities Clause in Contracts

Subordination of the Securities. The Issuer covenants and agrees, and each holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Securities (including coupons) and the payment of the principal thereof, premium, if any, and interest thereon shall be subordinate and subject in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of all Senior Indebtedness. For purposes of this Article Fourteen, "Senior Indebtedness" means the principal of, premium, if any, and unpaid interest on the following, whether outstanding at the date hereof or thereafter incurred or created: (i) indebtedness of the Issuer for money borrowed (including purchase-money obligations) evidenced by notes or other written obligations, (ii) indebtedness of the Issuer evidenced by securities (other than the Securities), debentures, bonds or other securities issued under the provisions of an indenture or similar instrument, (iii) obligations of the Issuer as lessee under capitalized leases and leases of property made as part of any sale and leaseback transactions, (iv) indebtedness of others of any of the kinds described in the preceding clauses (i) through (iii) assumed or guaranteed by the Issuer and (v) renewals, extensions and refundings of, and indebtedness and obligations of a successor corporation issued in exchange for or in replacement of, indebtedness or obligations of the kinds described in the preceding clauses (i) through (iv), unless in the case of any particular indebtedness, obligation, renewal, extension or refunding the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such indebtedness, obligation, renewal, extension or refunding is not superior in right of payment to the Securities. The Issuer covenants and agrees that it will not incur any subordinated indebtedness (other than the Securities) unless such subordinated indebtedness is subordinate to Senior Indebtedness at least to the same extent that the Securities are subordinate to Senior Indebtedness.

Subordination of the Securities. The Issuer covenants Securities issued pursuant to this Perpetual Subordinated Indenture shall constitute direct and agrees, and each holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Securities (including coupons) and the payment unsecured obligations of the principal thereof, premium, if any, Issuer and interest thereon shall be subordinate at all times rank pari passu and subject in right of payment, to the extent without any preference among themselves and in the manner hereinafter set forth, to the prior payment in full of at least equally and ratably with all Senior Indebtedness. For purposes of this Article Fourteen, "Senior Indebtedness" means the principal of, premium, if any, and unpaid interest on the following, whether outstanding at the date hereof or thereafter incurred or created: (i) indebtedness of the Issuer for money borrowed (including purchase-money obligations) evidenced by notes or other written obligations, (ii) indebtedness that is subordinated to Senior Indebtedness. Notwithstanding the stated ranking of the Issuer evidenced by securities (other than Securities, Securities issued pursuant to this Perpetual Subordinated Indenture may be subject to the Securities)Write-Down and Cancellation and Going Concern Write-Down provisions under Articles 13 and 14 herein. Upon the occurrence and continuation of a Liquidation Event, debentures, bonds or other securities issued under the provisions of an indenture or similar instrument, (iii) obligations of the Issuer as lessee under capitalized leases pursuant to any series of Securities (except for such amounts which shall have become due and leases of property made as part of any sale and leaseback transactions, (iv) indebtedness of others of any of payable prior to the kinds described in the preceding clauses (i) through (iii) assumed or guaranteed by the Issuer and (v) renewals, extensions and refundings of, and indebtedness and obligations occurrence of a successor corporation issued in exchange for or in replacement of, indebtedness or obligations of the kinds described in the preceding clauses (iLiquidation Event and remain unpaid) through (iv), unless in the case of any particular indebtedness, obligation, renewal, extension or refunding the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such indebtedness, obligation, renewal, extension or refunding is not superior shall be subordinated in right of payment to all existing and future Senior Indebtedness, and each Holder of any series of Securities will only have a Liquidation Claim. For so long as such Liquidation Event continues, no payments in respect of a Liquidation Claim shall be made unless and until a Condition for Liquidation Payment shall have occurred. Payments made in respect of a Liquidation Claim shall not exceed the Securitiesapplicable Liquidation Distributable Amount. The Issuer covenants and agrees that it will not incur At any subordinated indebtedness (other than the Securities) unless such subordinated indebtedness is subordinate to Senior Indebtedness at least time prior to the same extent that payment of a Liquidation Claim in accordance with the Securities are subordinate subordination provisions in this Article 12, a Liquidation Claim shall be subject to Senior Indebtednessa Going Concern Write-Down upon the occurrence of a Capital Ratio Event or Write-Down and Cancellation upon the occurrence of a Non-Viability Event or Bankruptcy Event under Articles 13 or 14 herein, as the case may be.

Subordination of the Securities. The Issuer covenants Securities issued pursuant to this Fixed-Term Subordinated Indenture shall constitute direct, unconditional, subordinated and agreesunsecured obligations of the Company and will at all times rank pari passu without any preference among themselves, and each holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Securities (including coupons) and the payment of the principal thereof, premium, if any, and interest thereon shall be subordinate and subject equally in right of paymentpayment with all of the existing and future unsecured, unconditional and fixed-term subordinated debt of the Company, and senior to all of the existing and future unsecured, conditional and perpetual subordinated debt of the Company (including the existing and future perpetual subordinated debt of the Company) and all classes of shares (including preferred shares (if any)) of the Company. Notwithstanding such ranking of the Securities, upon the occurrence of a Non-Viability Event, the Securities issued pursuant to this Fixed-Term Subordinated Indenture will become subject to a Non-Viability Write-Down as provided in Article 13. For the avoidance of doubt, if a competent court in Japan shall have commenced bankruptcy proceedings with respect to the extent and in the manner hereinafter set forth, Company pursuant to the prior payment in full of all Senior Indebtedness. For purposes of this Article Fourteen, "Senior Indebtedness" means the principal of, premium, if any, and unpaid interest on the following, whether outstanding at the date hereof or thereafter incurred or created: (i) indebtedness of the Issuer for money borrowed (including purchase-money obligations) evidenced by notes or other written obligations, (ii) indebtedness of the Issuer evidenced by securities (other than the Securities), debentures, bonds or other securities issued under the provisions of an indenture or similar instrumentthe Bankruptcy Law, (iii) obligations the claims of the Issuer as lessee under capitalized leases and leases of property made as part of any sale and leaseback transactions, (iv) indebtedness of others of any Holders of the kinds described Securities shall rank junior to the claims of all statutory subordinated bankruptcy claims (retsugoteki xxxxx xxxxxx), as set forth in the preceding clauses (i) through (iii) assumed or guaranteed by the Issuer and (v) renewalsBankruptcy Law, extensions and refundings ofin distribution in such bankruptcy proceedings. If a Subordination Event has occurred, and indebtedness so long as any such Subordination Event shall continue (and obligations of a successor corporation issued in exchange for or in replacement of, indebtedness or obligations of the kinds described in the preceding clauses (i) through (iv), unless in the case of a Civil Rehabilitation Event, so long as neither a Summary Rehabilitation Order nor a Consent Rehabilitation Order shall have been issued), any particular indebtedness, obligation, renewal, extension or refunding the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such indebtedness, obligation, renewal, extension or refunding is not superior in right of payment to the Securities. The Issuer covenants and agrees that it will not incur any subordinated indebtedness amounts (other than any amounts which shall have become due and payable before such Subordination Event shall have occurred and remain unpaid) due under the Securities) unless such subordinated indebtedness is subordinate to Senior Indebtedness at least to , including any amount due under the same extent that Company’s indemnification obligation as provided in Section 4.13 will become payable only upon one of the Securities are subordinate to Senior Indebtedness.following conditions being fulfilled:

Subordination of the Securities. The Issuer covenants Securities issued pursuant to this Subordinated Indenture shall be direct and agrees, and each holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Securities (including coupons) and the payment unsecured obligations of the principal thereof, premium, if any, Issuer and interest thereon shall be subordinate at all times rank pari passu and subject in right of payment, to the extent without any preference among themselves and in the manner hereinafter set forth, to the prior payment in full of at least equally and ratably with all Senior Indebtedness. For purposes of this Article Fourteen, "Senior Indebtedness" means the principal of, premium, if any, and unpaid interest on the following, whether outstanding at the date hereof or thereafter incurred or created: (i) indebtedness of the Issuer for money borrowed (that is subordinated to Senior Indebtedness and is in priority to all of the Issuer’s perpetual subordinated indebtedness, including purchase-money obligations) evidenced by notes indebtedness in respect of preference or other written obligationsshares of the Issuer or any other indebtedness that ranks, (ii) or is expressed to rank, pari passu with, or junior to, indebtedness of the Issuer evidenced by securities in respect of perpetual subordinated indebtedness. For the avoidance of doubt, in the course of any potential bankruptcy proceedings of the Issuer pursuant to the Bankruptcy Act, claims of the Holders of the Securities (other than the Securitiesclaims that shall have become due and payable, other than by way of acceleration, prior to the occurrence of a Subordination Event) will rank junior in priority to statutory subordinated bankruptcy claims (retsugoteki hasan saiken), debenturesas defined in the Bankruptcy Act, bonds or other securities issued under the provisions of an indenture or similar instrument, (iii) obligations in any distributions in such bankruptcy proceedings of the Issuer as lessee under capitalized leases and leases of property made as part of any sale and leaseback transactions, (iv) indebtedness of others of any Issuer. Statutory subordinated bankruptcy claims will constitute Senior Indebtedness of the kinds described in the preceding clauses Issuer. If a Subordination Event occurs and is continuing (i) through (iii) assumed or guaranteed by the Issuer and (v) renewals, extensions and refundings of, and indebtedness and obligations of a successor corporation issued in exchange for or in replacement of, indebtedness or obligations of the kinds described in the preceding clauses (i) through (iv), unless in the case of civil rehabilitation proceedings, so long as neither a Summary Rehabilitation Order nor a Consent Rehabilitation Order shall have been issued), any particular indebtedness, obligation, renewal, extension or refunding the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such indebtedness, obligation, renewal, extension or refunding is not superior Securities will be subordinated in right of payment to all Senior Indebtedness of the Securities. The Issuer covenants and, accordingly, no payment will be made on the Securities (except for such amounts which shall have become due and agrees that it will not incur any subordinated indebtedness (payable, other than solely by way of acceleration, prior to the Securitiesoccurrence of a Subordination Event) unless such subordinated indebtedness is subordinate to Senior Indebtedness at least to the same extent that the Securities are subordinate to Senior Indebtednessand until a Condition for Payment shall have occurred.