Common use of Limited Right of Set-Off Clause in Contracts

Limited Right of Set-Off. Subject to applicable law, each Holder of the Securities agrees, by subscribing, purchasing or otherwise acquiring any Security issued hereunder, that, if (a) the Company shall institute proceedings seeking adjudication of its bankruptcy or seeking reorganization under the Bankruptcy Act, the Civil Rehabilitation Act, the Corporate Reorganization Act, the Companies Act or any other similar applicable law of Japan, and as long as such proceedings shall have continued, or a decree or order by any court having jurisdiction shall have been issued adjudging the Company bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as long as such decree or order shall have continued undischarged or unstayed, or (b) the liabilities of the Company exceed, or may exceed, the Company’s assets, or the Company suspends, or may suspend, repayment of its obligations, the Holder of the Securities will not, and waives its rights to, exercise, claim or plead any right of set off, compensation or retention in respect of any amount owed to the Holder of the Securities by the Company arising under, or in connection with, the Securities of any series or this Subordinated Indenture.