Common use of Agreement to Write-Down and Cancellation Clause in Contracts

Agreement to Write-Down and Cancellation. Each Holder and beneficial owner of a Security, by its acquisition of such Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that, to the extent and in the manner set forth herein: (a) upon the occurrence of a Viability Event or a Bankruptcy Event and a Write-Down and Cancellation of the Securities, such Holders and beneficial owners shall be deemed to have irrevocably waived their right to claim or receive, and not to have any rights against the Company with respect to, payment of principal of or interest on the Securities (including Additional Amounts with respect thereto, if any) (except for any payments of principal, interest or Additional Amounts that have become due and payable prior to the occurrence of such Viability Event or Bankruptcy Event and remain unpaid) and shall be bound by the provisions of this Article 13; (b) upon the occurrence of a Viability Event or Bankruptcy Event or a Liquidation Event after the issuance of a redemption notice, (1) such redemption notice shall be automatically rescinded, (2) no redemption amount becoming due and payable, (3) in case of the occurrence of a Viability Event or Bankruptcy Event, the Securities shall become subject to a Write-Down and Cancellation, and (4) in case of the occurrence of a Liquidation Event, the Securities shall become subject to the subordination provisions of Article 12; (c) no such Write-Down and Cancellation or rescission of a redemption notice in accordance with the terms of this Indenture shall constitute a default or breach in payment or otherwise under the terms of the Securities; and (d) such Holder and beneficial owner shall authorize, direct and request DTC and any direct participant in DTC or other intermediary through which it holds the Securities, the Trustee and the Agents to take any and all necessary action, if required, to implement a Write-Down and Cancellation of the Securities without any further action or direction on the part of such Holder and beneficial owner. A “Viability Event” will be deemed to have occurred if the Japanese Prime Minister confirms (nintei) that the “specified item 2 measures (tokutei dai nigo sochi),” which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Japanese Deposit Insurance Act need to be applied to the Company.

Agreement to Write-Down and Cancellation. Each Holder and beneficial owner of a Security, by its acquisition of such Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that, to the extent and in the manner set forth herein: (a) upon the occurrence of a Non-Viability Event or a Bankruptcy Event and a Write-Down and Cancellation of the Securities, such Holders and beneficial owners holders shall be deemed to have irrevocably waived their right to claim or receive, and not to have any rights against the Company with respect to, payment of principal of or interest on the Securities (including Additional Amounts with respect thereto, if any) (except for any payments of principal, interest or Additional Amounts other amounts that have become due and payable prior to the occurrence of such Viability Event or Bankruptcy Event and remain unpaidEvent) and shall be bound by the provisions of this Article 13; (b) upon the occurrence of a Non-Viability Event or Bankruptcy Event or a Liquidation Event after the issuance of a redemption notice, (1) such redemption notice shall be automatically rescinded, (2) no redemption amount becoming due and payable, (3) in case of the occurrence of a Non-Viability Event or Bankruptcy Event, the Securities shall become subject to a Write-Down and Cancellation, and (4) in case of the occurrence of a Liquidation Event, the Securities shall become subject to the subordination provisions of Article 12; (c) no such Write-Down and Cancellation Cancellation, or rescission of a redemption notice in accordance with the terms of this the Perpetual Subordinated Indenture shall constitute a default or breach in payment or otherwise under the terms of the Securities; and (d) such Holder and beneficial owner holder shall authorize, direct and request DTC and any direct participant in DTC or other intermediary through which it holds the Securities, the Trustee and the Agents Registrar to take any and all necessary action, if required, to implement a Write-Down and Cancellation of the Securities without any further action or direction on the part of such Holder and beneficial owner. A “Viability Event” will be deemed to have occurred if the Japanese Prime Minister confirms (nintei) that the “specified item 2 measures (tokutei dai nigo sochi),” which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Japanese Deposit Insurance Act need to be applied to the CompanyHolder.

Agreement to Write-Down and Cancellation. Each Holder and beneficial owner of a Security, by its acquisition of such Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that, to the extent and in the manner set forth herein: (ai) upon the occurrence of a Non-Viability Event or a Bankruptcy Event and a Write-Down and Cancellation of the Securities, such Holders and beneficial owners holders shall be deemed to have irrevocably waived their right to claim or receive, and not to have any rights against the Company with respect to, payment of principal of or interest on the Securities (including Additional Amounts with respect thereto, if any) (except for any payments of principal, interest or Additional Amounts other amounts that have become due and payable prior to the occurrence of such Viability Event or Bankruptcy Event and remain unpaidEvent) and shall be bound by the provisions of this Article 13; (bii) upon the occurrence of a Non-Viability Event or Bankruptcy Event or a Liquidation Event after the issuance of a redemption notice, (1) such redemption notice shall be automatically rescinded, (2) no redemption amount becoming due and payable, (3) in case of the occurrence of a Non-Viability Event or Bankruptcy Event, the Securities shall become subject to a Write-Down and Cancellation, and (4) in case of the occurrence of a Liquidation Event, the Securities shall become subject to the subordination provisions of Article 12; (ciii) no such Write-Down and Cancellation Cancellation, or rescission of a redemption notice in accordance with the terms of this the Perpetual Subordinated Indenture shall constitute a default or breach in payment or otherwise under the terms of the Securities; and (div) such Holder and beneficial owner holder shall authorize, direct and request DTC and any direct participant in DTC or other intermediary through which it holds the Securities, the Trustee and the Agents Registrar to take any and all necessary action, if required, to implement a Write-Down and Cancellation of the Securities without any further action or direction on the part of such Holder and beneficial owner. A “Viability Event” will be deemed to have occurred if the Japanese Prime Minister confirms (nintei) that the “specified item 2 measures (tokutei dai nigo sochi),” which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Japanese Deposit Insurance Act need to be applied to the CompanyHolder.

Agreement to Write-Down and Cancellation. Each Holder and beneficial owner of a any Security, by its acquisition of such Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that, to the extent and in the manner set forth herein: (a) upon the occurrence of a Non-Viability Event or a Bankruptcy Event and a Non-Viability Write-Down and Cancellation of the Securities, such Holders and beneficial owners holder shall be deemed to have irrevocably waived their its right to claim or receive, and not to have any rights against the Company with respect to, and cannot instruct the Trustee to enforce, payment of principal of or interest on the Securities (including Additional Amounts with respect theretothereto and any other amount due under the Company’s indemnification obligation as provided in Section 4.13, if any) (except for any payments of principal, principal or interest or Additional Amounts any other amount that have become due and payable prior to the occurrence of such Non-Viability Event or Bankruptcy Event and remain unpaid) and shall be bound by the provisions of in this Article 13; (b) upon the occurrence of a Non-Viability Event or Bankruptcy Event or a Liquidation Subordination Event after the issuance of a redemption notice, (1) such redemption notice shall be automatically rescinded, (2) no redemption amount becoming shall become due and payable, (3) in case of the occurrence of a Non-Viability Event or Bankruptcy Event, the Securities shall become subject to a Non-Viability Write-Down and CancellationDown, and (4) in case of the occurrence of a Liquidation Subordination Event, the Securities shall become subject to the subordination provisions of Article 12; (c) no such Non-Viability Write-Down and Cancellation Down, cancellation or rescission of a redemption notice in accordance with the terms of this the Fixed-Term Subordinated Indenture shall constitute a default or breach in payment or otherwise under the terms of the Securities; and (d) such Holder and beneficial owner holder shall authorize, direct and request DTC and any direct participant in DTC or other intermediary through which it holds the Securities, the Trustee and the Agents Registrar to take any and all necessary action, if required, to implement a Non-Viability Write-Down and Cancellation of the Securities without any further action or direction on the part of such Holder and beneficial ownerHolder. A “Non-Viability Event” will be deemed to have occurred if at the Japanese time that the Prime Minister of Japan confirms (nintei) that the “specified item 2 any measures (tokutei dai nigo sochi),” which are the measures ) set forth in Article 126-2, Paragraph 1, Item 2 of the Japanese Deposit Insurance Act (or any successor provision thereto) need to be applied to the Company.