corporation that in either case is not a specially-related person of the Company or (ii) a Designated Financial Institution, all in accordance with the Act, such beneficial owner of a
Security must, prior to each date on which it receives interest, submit to the Company, the Trustee or a Paying Agent, as appropriate, a written application for tax exemption (hikazei tekiyo shinkokusho) (a Written Application for
Tax Exemption) in the form obtainable from the Company, the Trustee or any Paying Agent, as appropriate, stating, among other things, the name and address (and, if applicable, the Japanese individual or corporation ID number) of such
beneficial owner of a Security, the title of the Securities, the relevant interest payment date, the amount of interest payable and the fact that such beneficial owner of a Security is qualified to submit the Written Application for Tax Exemption,
together with documentary evidence regarding its identity and residence.
By subscribing for the Security, a Securityholder 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 specially-related person of the Company or (ii) a Designated Financial Institution.
As used herein, the Relevant Date means the date on which any payment in respect of a Security first becomes due, except
that, if the full amount of the moneys payable has not been duly received by the Trustee on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the
Securityholders in accordance with this Perpetual Subordinated Indenture.
The obligation to pay Additional Amounts shall not apply to
(i) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge or (ii) any tax, assessment or other governmental charge that is payable otherwise than by deduction or
withholding from payments of principal or interest on the Securities; provided that, except as otherwise set forth in the Securities and this Perpetual Subordinated Indenture, the Company shall pay all stamp and other duties, if any, which
may be imposed by Japan, the United States or any respective political subdivision or any taxing authority thereof or therein, with respect to this Perpetual Subordinated Indenture or as a consequence of the issuance of the Securities.
Whenever in this Perpetual Subordinated Indenture there is mentioned, in any context, the payment of the principal of, or interest on, or in
respect of, any Security, such mention shall be deemed to include the payment of Additional Amounts provided for in this Section 3.05, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section 3.05, and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in other provisions hereof where such
express mention is not made.
Section 3.06 Certificate of the Company. So long as any Securities are
Outstanding under this Perpetual Subordinated Indenture, the Company will furnish to the Trustee within 120 days of the end of the Companys fiscal year each year (beginning with the year following the first issuance of any Securities pursuant
to this Perpetual Subordinated
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