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 Special Taxation Measures
Act and the cabinet order and other regulations thereunder to enable the participant to establish that such beneficial owner is exempted from the requirement for Japanese taxes to be withheld or deducted (the interest recipient
information), and advise the participant if the beneficial owner ceases to be so exempted (including where the beneficial owner who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person of ours).
If senior debt securities are not
held by a participant, in order to receive payments free of withholding or deduction by us for, or on account of, Japanese taxes, if the relevant beneficial owner is (A) an individual non-resident of
Japan or a non-Japanese corporation (other than a specially-related person of ours) or (B) a designated financial institution, 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, inter alia, the name and address 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.
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, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA, similar legislation under the laws of any other jurisdiction, or any such intergovernmental
agreement.
If there is any withholding or deduction for or on account of Japanese taxes with respect to payments on any senior debt
securities, we will use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of such Japanese taxes from the Japanese taxing authority imposing such Japanese taxes, and if certified copies are not available, we will
use reasonable efforts to obtain other evidence of payment satisfactory to the trustee. The trustee will make such certified copies or other evidence available to the securityholders or the beneficial owners of the senior debt securities upon
reasonable request to the trustee.
We will pay all stamp, court or documentary taxes or any excise or property taxes, charges or similar
levies and other duties, if any, which may be imposed by Japan, the United States or any political subdivision or any taxing authority thereof or therein, with respect to the Indenture or any indenture supplemental hereto, or as a consequence of the
initial issuance, execution, delivery, registration or enforcement of the senior debt securities.
Governing Law
The Indenture is, and the senior debt securities will be, governed by, and construed in accordance with, New York law.
Consent to Service of Process and Submission to Jurisdiction
Under the Indenture, we designate Nomura Holding America Inc. (or any successor corporation) as our authorized agent for service of process in
any legal action or proceeding arising out of or relating to the Indenture or any senior debt securities brought in any state or Federal court in the Borough of Manhattan, The City of New York, New York, United States of America, and we irrevocably
submit to the jurisdiction of those courts.
Currency of Senior Debt Securities
Amounts that become due and payable on your senior debt security in cash will be payable in a currency, composite currency, basket of
currencies or currency unit or units specified in your prospectus supplement. We
7