Common use of Japan Clause in Contracts

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended; the FIEA) and each Dealer represents and agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 No. 25 of 1948, as amended; the FIEA) and each Dealer represents and agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes and Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 No. 25 of 1948, as amended; the FIEA) and each Dealer represents and agrees that it will not offer or sell any NotesNotes or Covered Bonds, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Senior Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 No. 25 of 1948, as amended; the FIEA“Financial Instruments and Exchange Act”) and each Dealer represents and agrees underwriter has agreed that it will not offer or sell any Senior Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident “resident” of Japan (which term as defined used herein means any person resident in Japan, including any corporation or other entity organized under Item 5, Paragraph 1, Article 6 the laws of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.. Annex VI - 3

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 No. 25 of 1948, as amended; the “FIEA”) and each Dealer represents and agrees agrees, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 No. 25 of 1948, as amended; the "FIEA") and each Dealer represents and agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Control Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Issue 2018-1 Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 No. 25 of 1948, as amended; the FIEA) and each Dealer ). Each Manager represents and agrees that it will not offer or sell any Notesnotes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 No. 25 of 1948, as amended; the “FIEA”) and each Dealer represents and agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Control Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 Law No. 25 of 1948, as amended; , the FIEA) and each Dealer represents and agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act Control Law (Act Law No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, with the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.