In addition, no additional amounts will be payable for, or on account of,
any deduction or withholding imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the Code), the U.S. Treasury regulations thereunder and any other official guidance thereunder
(FATCA), any intergovernmental agreement entered into with respect to FATCA, or any law or regulation adopted pursuant to an intergovernmental agreement between a
non-U.S.
jurisdiction and the
United States with respect to any of the foregoing or any agreements entered into pursuant to Section 1471(b) of the Code.
Where the senior debt securities are held through a participant of an international clearing organization or a financial
intermediary (a Participant), in order to receive payments free of withholding or deduction by us for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on
behalf of Japan, or any authority thereof or therein having power to tax, if the relevant beneficial owner is an individual
non-resident
of Japan or a
non-Japanese
corporation (other than a specially-related person of ours) or a Japanese financial institution falling under certain categories prescribed by the Act on Special Measures Concerning Taxation (a designated financial institution), each
such beneficial owner shall, at the time of entrusting a Participant with the custody of the relevant senior debt securities, provide certain information prescribed by the Act on Special Measures Concerning Taxation to enable the Participant to
establish that such beneficial owner is exempted from the requirement for withholding or deduction of such taxes, and advise the Participant if the beneficial owner ceases to be so exempted (including the case in which a beneficial owner who is an
individual
non-resident
of Japan or a
non-Japanese
corporation becomes a specially-related person of ours).
Where the senior debt securities are not held through a Participant, in order to receive payments free of withholding or
deduction by us for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any authority thereof or therein having power to tax, if the relevant
beneficial owner is an individual
non-resident
of Japan or a
non-Japanese
corporation (other than a specially-related person of ours) or a designated financial
institution falling under certain categories prescribed by the Act on Special Measures Concerning Taxation, each such beneficial owner shall, prior to each time at which it receives interest, submit to the relevant paying agent a written application
for tax exemption (
hikazei tekiyo shinkokusho
), in a form obtainable from the paying agent stating, among other things, the name and address (and, if applicable, the Japanese individual or corporation ID number) of the beneficial owner, the
title of the senior debt securities, the relevant interest payment date, the amount of interest and the fact that the beneficial owner is qualified to submit the written application for tax exemption, together with documentary evidence regarding its
identity and residence.
By subscribing to any senior debt securities, an investor will be deemed to have represented that
it is a beneficial owner who is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual
non-resident
of Japan or a
non-Japanese
corporation that in either case is a person having a special relationship with the issuer of the senior debt securities as described in Article 6, Paragraph (4) of the Act on Special Measures
Concerning Taxation or (ii) a Japanese financial institution, designated in Article 6, Paragraph (9) of the Act on Special Measures Concerning Taxation.
We will make any required withholding or deduction and remit the full amount withheld or deducted to the Japanese taxing
authority in accordance with applicable law. We will use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any tax, duty, assessment, fee or other governmental charge so withheld or deducted from the Japanese
taxing authority imposing such tax, duty, assessment or other governmental charge and if certified copies are not available we will use reasonable efforts to obtain other evidence, and the Trustee will make such certified copies or other evidence
available to the holders or beneficial owners upon reasonable request to the Trustee.
If (i) subsequent to making a
payment on the senior debt securities without withholding or deduction of Japanese taxes we are required to remit to the Japanese taxing authority any amount in respect of Japanese taxes that should have been withheld or deducted from such payment
(together with any interest and penalties) due to
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