additional termination events

Each of the following shall constitute an Additional Termination Event with respect to Party [B], and for such purposes Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions:

(i) If at any time Party B or the Manager [or [] (the “Sub-manager”)] is in breach or violation of any of the provisions of the Relevant Documents to which it is a party or the Applicable Laws.

(ii) If any of the Relevant Documents is, either formally or by way of practice, amended, modified or supplemented, without the prior written consent of Party A, in a manner which, in the reasonable and good faith judgment of Party A, may have a material and adverse effect on Party A under this Agreement, [provided that Party A has provided Party B with a written notice of its judgment and, where such amendment, modification or supplementation is not cancelled or otherwise becomes ineffective within [] Business Days after such notice].

(iii) If any of the Relevant Documents is, either formally or by way of practice, terminated in its entirety without the prior written consent of Party A.

(iv) If (1) the Manager ceases or is reasonably expected by Party A in good faith to cease its business of acting as trustor of investment trusts (whether voluntarily or not), (2) (x) the Manager is dissolved, or consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and (y) the resulting, surviving or transferee entity fails to assume all of its obligations under this Agreement and the Relevant Documents to which it is a party or Party A determines, [in good faith/at its own sole discretion], that the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of the Manager, (3) the Manager assigns, voluntarily or involuntarily, its rights and duties to manage the Fund to another person (otherwise than by delegating its powers and duties to the Sub-manager), or (4) Party A determines in its reasonable opinion that [(x)] the Manager [temporarily or permanently] becomes incapable to perform its duties as the manager of the Fund to manage the Fund [(either directly or through the Sub-manager)] in such manner as a good manager of an investment trust is expected to manage it [and (y) as a result, Party B will not be able to perform all of the Fund’s obligations when due].

(v) The Trust Agreement in respect of the Fund is terminated or reasonably expected by Party A in good faith to be terminated in its entirety or the appointment of the Trust Bank as the trustee for the Fund is terminated or reasonably expected by Party A to be terminated.

(vi) If, as of the close of business on any Business Day, the Net Asset Value (as defined below) of the Fund is less than []% of the Fund as of the close of business on any Business Day, which is not more than [] Business Days prior thereto.

(vii) If, as of the close of business on any Business Day, the Net Asset Value (as defined below) of the Fund is equal to or less than JPY [].

(viii) If the Manager fails to perform any of its covenants and agreements provided in Part 5(c)(2).

(ix) If, as of any day, the Potential Exposure (as defined below) in respect of the Fund exceeds []% of the Net Asset Value (as defined below) of the Fund as at the close of business on such day.

For the purposes of this Schedule:

“Applicable Laws” shall mean the Law Concerning Investment Trusts and Investment Corporations (toushi shintaku oyobi toushi houjin ni kansuru houritsu, Law No. 198 of 1951, as amended; “ITICL”) and the Law Concerning Concurrent Engagement in Trust Business by Financial Institutions (kinyukikan no shintakugyoumu no kenei-tou ni kansuru houritsu, Law No. 43 of 1943, as amended) and rules and regulations thereunder and any other law, rule, regulation or similar guideline governing the management and investment of the Fund’s assets.

“Net Asset Value” as of the Potential Exposure Determination Date means Total Assets of the Fund minus Total Liabilities of the Fund, in each case valued at the market price therefor, as of the Potential Exposure Determination Date. “Total Assets” means all assets of the Fund that in accordance with generally accepted accounting principles consistently applied to the accounts of the Fund would be classified as assets upon a balance sheet of the Fund prepared as of such date. “Total Liabilities” means all liabilities of the Fund that in accordance with generally accepted accounting principles consistently applied to the accounts of the Fund would be classified as liabilities upon a balance sheet of the Fund prepared as of such date.

[“Potential Exposure” as of any day (the “Potential Exposure Determination Date”) means such amount as is determined by Party A in its sole and absolute discretion in such manner as Party A considers appropriate in its sole and absolute discretion to be the amount equal to the potential risk exposure of Party A under or in respect of all Transactions hereunder, such exposure being on a risk adjusted basis, taking into account historical volatility, imputed volatility, and/or such other factors as Party A in its sole and absolute discretion deems relevant to this determination.] OR ["Potential Exposure" as of any day means the amount which would be payable by Party B to Party A pursuant to Section 6(e)(ii)(1) if all Transactions were being terminated as of that day, such amount being determined by Party A in good faith.]

“Relevant Documents” shall mean (i) the Investment Trust Agreement (toushi shintaku keiyaku) dated as of [] (as amended) and the Investment Trust Terms (toushi shintaku yakkan) (as amended) in respect of the Fund (the “Trust Agreement”); (ii) [the [] dated as of [] by and between the Manager and the Sub-manager in respect of the delegation of the management of the Fund (as amended) (the “Sub-management Agreement”)]; and (iii) any other document governing the investment of the Fund’s assets.

Last updated January 2005

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