スケジュールに規定された事項とみなされる事項を定める件
２０１１年７月１３日
２０１２年７月２３日改正
２０１２年１１月１９日改正
２０１４年２月２４日改正
株式会社日本証券クリアリング機構
当社は、ＣＤＳ清算業務に関する業務方法書の取扱い第３７条第３項第１号の規定に基づき、清算約定に対して適用される ISDA 基本契約のスケジュールに規定された事項とみなされる事項を別紙のとおり定める。

別紙

SCHEDULE
to the2002 Master Agreement
Part 1.
(a)Termination Provisions.
“Specified Entity” means in relation to JSCC for the purpose of:—
Section 5(a)(v), not applicable
Section 5(a)(vi), not applicable
Section 5(a)(vii), not applicable
Section 5(b)(v), not applicableand in relation to the Clearing Participant for the purpose of:—
Section 5(a)(v), not applicable
Section 5(a)(vi), not applicable
Section 5(a)(vii), not applicable
Section 5(b)(v), not applicable(b)“Specified Transaction” has been deleted from Section 14 of this agreement pursuant to Part5(t) hereof.

(c)

The “Cross Default” provisions of Section 5(a)(vi) will not apply to JSCC and will not apply
to the Clearing Participant in accordance with Part 5(j) hereof.

(d)The “Credit Event upon Merger” provisions of Section 5(b)(v) will not apply to JSCC andwill not apply to the Clearing Participant in accordance with Part 5(j) hereof.

(e)

The “Automatic Early Termination” provision of Section 6(a) will not apply to JSCC andwill not apply to the Clearing Participant in accordance with Part 5(j) hereof.

(f)“Termination Currency” means Japanese Yen.

(g)

Additional Termination Event will not apply.

Part 2.
(a)Tax Representations.
Payer Representations.

For the purpose of Section 3(e) of this Agreement, JSCC makes norepresentation and the Clearing Participant makes the following representation:1

It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction orwithholding for or on account of any Tax from any payment (other than interest under
Section 9(h) of this Agreement) to be made by it to JSCC under this Agreement. In making
this representation, it may rely on (i) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document
provided by JSCC pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (ii) thesatisfaction of the agreement of JSCC contained in Section 4(d) of this Agreement, exceptthat it will not be a breach of this representation where reliance is placed on clause (i) above
and JSCC does not deliver a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(b)

Payee Representations.

For the purpose of Section 3(f) of this Agreement, JSCC makes norepresentation and the Clearing Participant makes no representation.
Part 3.

Agreement to Deliver Documents.

For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party agrees to deliver thefollowing document, as applicable:—(a)

Tax forms, documents or certificates to be delivered are: -PartyrequiredtoForm/Document/

Date by which todeliver document

Certificate

be delivered

Each Party

Any form or document required orOnreasonably requested by the otherpracticable after the earlier of (i)party to enable such other party tolearning that such form or document

make a payment under this Agreement

is required and (ii) a reasonable

without any deduction or withholding

request by the other party.

orasreasonably

for or on account of any Tax or to
reduce the rate at which any suchdeduction or withholding is required
to be made.

(b)

Other documents to be delivered are: -Partyrequireddeliver document

toForm/Document/

Date by which to

Certificate

be delivered

2

soon

as

Clearing Participant

The notification and the report withAs prescribed by the Applicable

supporting documents pursuant toRules.

Article 19 and Article 20 of theBusiness Rules and other related
provisions of the Applicable Rules.1

Part 4.
(a)Miscellaneous.
Addresses for Notices.
Any notices, reports and other communications shall be made in accordance with theApplicable Rules.

(b)

Process Agent.

For the purpose of Section 13(c) of this Agreement:—

JSCC appoints as its Process Agent: not applicable
The Clearing Participant appoints as its Process Agent: not applicable(c)

Offices.

The provisions of Section 10(a) will apply to this Agreement.

(d)Multibranch Party.

For the purpose of Section 10(b) of this Agreement:—

JSCC is not a Multibranch Party.
The Clearing Participant is not a Multibranch Party unless it provides written notification to
JSCC of one or more Offices through which it will enter into, or in which it will book, aTransaction.
(e)

Calculation Agent.

The Calculation Agent shall be JSCC, except as otherwise provided in

the Applicable Rules.
(f)Credit Support Document.

Credit Support Document means in relation to JSCC, none.

Credit Support Document means in relation to the Clearing Participant,

the Clearing

Participant Agreement and the Applicable Rules, to the extent that they contain requirements
for the Clearing Participant to deliver and maintain Initial Margin (defined as “Tousho
Shoukokin” in Article 2 Paragraph 1 (41) of the Business Rules), Variation Margin (definedas “Hendou Shoukokin” in Article 2 Paragraph 1 (53) of the Business Rules), CDS Clearing
1

If the Clearing Participant submits any false notification or report, JSCC may take the measures of
instruction for improvement in accordance with Article 28 of the Business Rules.

3

Fund (defined as “CDS Seisan Kikin” in Article 2 Paragraph 1 (59) of the Business Rules) ,Special Clearing Charge Collateral (defined as “Tokubetsu Seisanryo Tanpo Kin” in Article 2
Paragraph 1 (43) of the Business Rules) and Default Contingent Margin (defined as “Hatanji
Shoukokin” in Article 2 Paragraph 1 (45-2) of the Business Rules) contributions, and the
Guarantee by Parent Company, etc. (defined as “Oyagaisha Tou Hoshou” in Article 2
Paragraph 1 (3) of the Business Rules) for the benefit of JSCC that guarantees, covers or
secures the Clearing Participant's obligations under the Applicable Rules.
(g)Credit Support Provider.

Credit Support Provider means in relation to JSCC, none.

Credit Support Provider means in relation to the Clearing Participant, each provider of the
Guarantee by Parent Company, etc. for the benefit of JSCC that guarantees, covers or secures
the Clearing Participant's obligations.
(h)Governing Law.

This Agreement is governed by and will be construed in accordance withthe laws specified in Article 126 of the Business Rules.

Unless otherwise specified in thisAgreement, this Agreement is governed by and will be construed in accordance with the lawsof England under Article 126 Paragraph 2 of the Business Rules.

Notwithstanding theforegoing, the matters that are expressly provided for under this Agreement to comply withthe provisions of the Applicable Rules are governed by and construed in accordance with thelaws of Japan under Article 126 Paragraph 2 of the Business Rules.
(i)

Netting of Payments.

“Multiple Transaction Payment Netting” will not apply for the

purpose of Section 2(c) of this Agreement.
(j)“Affiliate” will have the meaning specified in Section 14 of this Agreement, provided that
JSCC shall be deemed to have no Affiliates.

(k)Absence of Litigation.

For the purpose of Section 3(c), “Specified Entity” means inrelation to JSCC and the Clearing Participant, none.
(l)

No Agency. The provisions of Section 3(g) apply to this Agreement.

(m)Additional Representation will apply.

For the purpose of Section 3 of this Agreement, thefollowing will constitute an Additional Representation:
Relationship Between Parties.

Each party will be deemed to represent to the other party on

the date on which it enters into a Transaction that (absent a written agreement between theparties that expressly imposes affirmative obligations to the contrary for that Transaction):
4

(i)Non-Reliance.

It is acting for its own account (or, with respect to the Clearing

Participant, its Clearing Customer's account if so specified by the Clearing Participant
to JSCC in accordance with the provisions of the Applicable Rules), and it has made its
own independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and uponadvice from such advisers as it has deemed necessary.

It is not relying on any

communication (written or oral) of the other party as investment advice or as arecommendation to enter into that Transaction, it being understood that informationand explanations related to the terms and conditions of a Transaction will not be
considered investment advice or a recommendation to enter into that Transaction.

Nocommunication (written or oral) received from the other party will be deemed to be anassurance or guarantee as to the expected results of that Transaction.
(ii)

Assessment and Understanding.

It is capable of assessing the merits of andunderstanding (on its own behalf or through independent professional advice), andunderstands and accepts, the terms, conditions and risks of that Transaction.

It is also

capable of assuming, and assumes, the risks of that Transaction.
(iii) Status of Parties.

The other party is not acting as a fiduciary for or an adviser to it inrespect of that Transaction.
(n)Recording of Conversations.

Each party (i) consents to the recording of telephone

conversations between the trading, marketing and other relevant personnel of the parties inconnection with this Agreement or any potential Transaction, (ii) agrees to obtain any
necessary consent of, and give any necessary notice of such recording to, its relevant
personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may besubmitted in evidence in any Proceedings.
Part 5.
(a)Other Provisions.
The Applicable Rules.

In the event of any inconsistency between the terms of thisAgreement and any provision of the Applicable Rules, the Applicable Rules shall govern inaccordance with Article 51 Paragraph 4 of the Business Rules.
(b)

Limited Scope of Agreement.

This Agreement shall apply only to Clearing Contracts

between the parties and not to any other transactions.
(c)Single Agreement.

Section 1(c) is hereby deleted in its entirety and replaced with thefollowing:5

“Single Agreement.

All Transactions are entered into in reliance on the fact that

this Master Agreement and all Confirmations (collectively referred to as this“Agreement”), together with the Applicable Rules, the Side Letter (if any) and theClearing Participant Agreement, form a single agreement between the parties andthe parties would not otherwise enter into any Transactions.”(d)

General Conditions.
(i)

Section 2(a) of this Agreement shall be amended as follows:

Section 2(a)(i) of this Agreement is hereby amended by inserting the phrase “or the
Applicable Rules” after the word “Agreement”.

(ii)

Section 2(a)(ii) of this Agreement is hereby amended by inserting the phrase “or the
Applicable Rules” after the word “Agreement” in the second and sixth lines thereof.

(e)Condition Precedent.

Section 2(a)(iii) of this Agreement is hereby deleted in its entirety

and replaced with the following.
“(iii)

Each obligation of each party under Section 2(a)(i) is subject to (1) the condition

precedent that no Event of Default or Failure of Settlement (defined as “Kessai Furikou” inArticle 2 Paragraph 1 (11) of the Business Rules) with respect to the other party has occurredand is continuing, (2) the condition precedent that no Early Termination Date in respect of
the relevant Transaction has occurred or been effectively designated and (3) each othercondition specified in this Agreement or the Applicable Rules to be a condition precedent forthe purpose of this Section 2(a)(iii).”(f)

Change of Account.

Section 2(b) of this Agreement is hereby deleted.2

Any change to

any account for receiving payment or delivery will be made only in compliance with
operational procedures set forth in Article 60 of the Handling Procedures of CDS Business
Rules.
(g)

Netting of Payments.

Section 2(c) of this Agreement is hereby deleted.

Netting ofPayment shall be made with respect to each Clearing Participant in accordance with Article
80 Paragraph 2 and Article 80-2 of the Business Rules and Article 52 Paragraph 3 of the2

Even if provisions or clauses are deleted, the number of subsequent provisions or clauses will
not be brought forward.

6

Handling Procedures of CDS Business Rules without regard to any Sub-accounts that may beestablished in respect of any Clearing Participant.
(h)Taxes.
(i)

Section 2(d) of this Agreement shall be replaced in its entirety by the following
provisions:“(d) Deduction or Withholding for Tax(i)

Deduction.

All payments under this Agreement will be made without any

deduction or withholding for or on account of any Tax unless such deduction orwithholding is required by any applicable law, as modified by the practice of any
relevant governmental revenue authority, then in effect.
(ii)

Gross-Up by the Clearing Participant.

If the Clearing Participant is so required

to deduct or withhold, then the Clearing Participant will:(1)promptly notify JSCC of such requirement;(2)

pay to the relevant authorities the full amount required to be deducted
or withheld (including the full amount required to be deducted orwithheld from any additional amount paid by the Clearing Participant
to JSCC under this Section 2(d)) promptly upon the earlier ofdetermining that such deduction or withholding is required or
receiving notice that such amount has been assessed against JSCC;(3)

promptly forward to JSCC an official receipt (or a certified copy), or
other documentation reasonably acceptable to JSCC, evidencing suchpayment to such authorities; and(4)subject to Section 2(d)(iii), pay to JSCC, in addition to the payment towhich JSCC is otherwise entitled under this Agreement, such
additional amount as is necessary to ensure that the net amountactually received by JSCC (free and clear of any Tax, whether assessedagainst the Clearing Participant or JSCC) will equal the full amount
JSCC would have received had no such deduction or withholding beenrequired.

(iii)

Gross-Up by the Clearing Participant; exception.

A Clearing Participant will

not be required to pay any additional amount to JSCC under Section 2(d)(ii):(A) to the extent that it would not be required to be paid but for any failure by
JSCC to provide to the relevant Clearing Participant such forms and documents
as are required to be provided under Section 4(a) of this Agreement, provided
this Section 2(d)(iii)(A) shall only apply if JSCC has not remedied such failure
within 5 General Business Days after such failure, or (B) in respect of any U.S.
7

federal withholding Tax imposed or collected pursuant to FATCA (“FATCA
Withholding Tax”) . “FATCA” means Sections 1471 through 1474 of the U.S.
Internal Revenue Code of 1986, as amended (the “Code”), any current or future
regulations or official interpretations thereof, any agreement entered into
pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation,
rules or practices adopted pursuant to any intergovernmental agreement enteredinto in connection with the implementation of such Sections of the Code.
(iv)

No Gross-Up by JSCC.

If JSCC is so required to deduct or withhold, then

JSCC will, in each case to the extent that it is reasonably able to do so:(1)promptly notify the Clearing Participant of such requirement;(2)

pay to the relevant authorities the full amount required to be deducted
or withheld promptly upon the earlier of determining that suchdeduction or withholding is required or receiving notice that suchamount has been assessed against the Clearing Participant; and(3)

promptly forward to the Clearing Participant an official receipt (or acertified copy) evidencing such payment to such authorities.

In no circumstances shall JSCC be required to pay any amount in addition to thepayment to which the Clearing Participant is otherwise entitled under thisAgreement in respect of any such deduction or withholding.

However, JSCC

will, at the Clearing Participant’s expense, use reasonable endeavours tocooperate with the Clearing Participant to seek any credit or remission or otherrelief available with respect to any such Tax so deducted or withheld (so long as
such cooperation would not, in JSCC’s judgment, materially prejudice the legal
or commercial position of JSCC).
(v)

Liability of JSCC. If:(1)JSCC is required by any applicable law, as modified by the practice ofany relevant governmental revenue authority, to make any suchdeduction or withholding;(2)

JSCC does not so deduct or withhold; and(3)

a liability resulting from such Tax is assessed directly against JSCC,

then, except to the extent the Clearing Participant has satisfied or then satisfies
the liability resulting from such Tax, the Clearing Participant will promptly pay
to JSCC the amount of such liability (including any related liability for interestor penalties).
(vi)

Liability of the Clearing Participant.
(1)

If:-

the Clearing Participant is required by any applicable law, as modified
by the practice of any relevant governmental revenue authority, tomake any such deduction or withholding in respect of which the8Clearing Participant would be required to pay an additional amountunder Section 2(d) of this Agreement;(2)

the Clearing Participant does not so deduct or withhold; and(3)

a liability resulting from such Tax is assessed directly against JSCC,

then, except to the extent the Clearing Participant has satisfied or then satisfies
the liability resulting from such Tax, the Clearing Participant will promptly pay
to JSCC the amount of such liability (including any related liability for interestor penalties).”(vii)“Tax” as used in Part 2(a) of this Schedule (Payer Tax Representation) shall notinclude any FATCA Withholding Tax. For the avoidance of doubt, a FATCA
Withholding Tax is a Tax the deduction or withholding of which is required byapplicable law for the purposes of Section 2(d) of this Agreement.”(ii)

The first sentence of the first paragraph of Section 3 of this Agreement shall be
replaced in its entirety with the following:“Each party makes the representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e)and 3(f) and, if specified in the Schedule as applying, 3(g) to the other party (which
representations will be deemed to be repeated by each party on each date on which aTransaction is entered into and, in the case of the representations in Section 3(f), at all
times until the termination of this Agreement) except that JSCC shall not be required tomake (and shall not make) any representation contained in Section 3(e) or 3(f).”(iii) Section 4(a) of this Agreement shall be replaced in its entirety by the following
provisions:“(a)Furnish Specified Information.

It will deliver to the other party or, in certain

cases under clause (iii) below, to such government or taxing authority as the other party
reasonably directs:(i)any forms, documents or certificates relating to taxation specified in the
Schedule or any Confirmation;(ii)

any other documents specified in the Schedule or any Confirmation; and(iii)

upon reasonable demand by such other party (or, in the case of the Clearing
Participant, upon reasonable request in writing by the Clearing Participant), any
form or document that may reasonably be required or reasonably requested inwriting (and, in the case of the Clearing Participant, any such form or document
must be reasonably requested in writing) in order to allow such other party or its
Credit Support Provider to make payment under this Agreement or any
applicable Credit Support Document without any deduction or withholding foror on account of any Tax or with such deduction or withholding at a reduced rate
9

(so long as the completion, execution or submission of such form or document
would not materially prejudice the legal or commercial position of the party inreceipt of such demand or request (or, in the case of JSCC, so long as JSCC
reasonably believes that the completion, execution or submission of such form or
document would not materially prejudice the legal or commercial position of
JSCC)), with any such form or document to be accurate and completed in amanner reasonably satisfactory to such other party and to be executed and to bedelivered with any reasonably required certification (or, in the case of any suchform or document to be furnished by JSCC, with any such form or document tobe as accurate as JSCC is reasonably able to make it and to be executed in amanner reasonably satisfactory to JSCC and to be delivered with any reasonably
required certification which JSCC is reasonably able to deliver),in each case by the date specified in the Schedule or such Confirmation or, if none is
specified or in the case of any form, document or certificate to be furnished by JSCC,
as soon as reasonably practicable.”(iv) Section 4(e) of this Agreement shall be replaced in its entirety by the following
provisions:“(e)Payment of Stamp Tax and other Tax. The Clearing Participant will pay any

Stamp Tax and any excise, sales, or value added Tax and any other similar Tax leviedor imposed upon it or in respect of its execution or performance of this Agreement by
any jurisdiction, and will indemnify JSCC against any Stamp Tax and any excise, sales,or value added Tax and any other similar Tax (to the extent, in the case of any value
added Tax, that JSCC is not able, in JSCC's opinion (acting reasonably) to reclaim or
recover such value added Tax) levied or imposed upon JSCC or in respect of JSCC's
execution or performance of this Agreement by any jurisdiction.”(i)Absence of Certain Events. Section 3(b) of this Agreement is hereby amended by deletingthe phrase “or Potential Event of Default or, to its knowledge, Termination Event” andadding the words “or Failure of Settlement”.

(j)

Early Termination and Settlement of Transactions.

Section 5 and 6 of this Agreement are

hereby deleted.
If an Event of Default with respect to the Clearing Participant has occurred, Early
Termination of all Transactions (Clearing Contract) and close-out netting between JSCC and10such Clearing Participant shall occur in accordance with Article 92 through Article 102 of theBusiness Rules and other related provisions of the Applicable Rules.

If an Event of Default

with respect to JSCC has occurred, Early Termination of all Transactions (Clearing Contract)and close-out netting between JSCC and the Clearing Participant which has executed theSide Letter with JSCC shall occur in accordance with Article 5 of the Side Letter.
(k)Transfer.

Section 7 of this Agreement is hereby deleted .

Except as otherwise provided in the provisions of the Applicable Rules (including Article 40of the Business Rules), the Clearing Participant may not assign or agree to assign any claimprescribed in the Applicable Rules or this Agreement without the prior written consent of
JSCC in accordance with Article 117 of the Business Rules.
(l)Amendments.

Section 9(b) of this Agreement is hereby deleted.

Any amendments,

modification or changes of the Applicable Rules (including this document) shall be made inaccordance with Article 121 of the Business Rules.

If any such amendments, modificationor changes of the Applicable Rules relate to the matters listed in Article 122 Paragraph 1 of
the Business Rules, JSCC shall consult with CDS Risk Management Committee (referred toas “CDS Risk Kanri Iinkai” in Article 122 Paragraph 1 of the Business Rules) prior to thedetermination of such amendments, modification or changes of the Applicable Rules
pursuant to Article 122 of the Business Rules and other related provisions of CDS Risk
Management Committee Rules (CDS Risk Kanri Iinkai Ni Kansuru Kisoku).
(m)Entire Agreement.

The first sentence of Section 9(a) of the Agreement is hereby deleted

and replaced with the following: “This Agreement, together with the Applicable Rules, theSide Letter (if any) and the Clearing Participant Agreement, constitutes the entire agreement
and understanding of the parties with respect to its subject matter.”(n)Confirmations.

Section 9(e)(ii) of this Agreement is hereby deleted.

The provisions ofArticle 48 and 49 of the Business Rules shall govern the circumstances under which a
Clearing Contract comes into existence and the manner in which the terms of that Clearing
Contract are confirmed.
(o)Interest and Compensation.
(i)

Section 9(h) of this Agreement shall be amended as follows:

Section 9(h)(i)(1) is hereby amended by deleting the phrase “and subject to Section
6(c)” and “(and excluding any period in respect of which interest or compensation in
respect of the overdue amount is due pursuant to clause (3)(B) or (C) below)”.

11

(ii)

Section 9(h)(i)(2) is hereby amended by deleting the phrase “and subject to Section
6(c)” and “(and excluding any period in respect of which interest or compensation in
respect of that amount is due pursuant to clause (4) below)”.

(iii) Section 9(h)(i)(3) and (4) are hereby deleted.
(iv) Section 9(h)(ii) is hereby replaced with the following:“(ii) Early Termination. Upon the occurrence or effective designation of an Early
Termination Date in respect of a Transaction, any entitlement to interest on theamount of any payment obligations arising in respect of such Early Termination Datewill be determined in accordance with the Applicable Rules and the Side Letter (ifany).”(v)

Section 9(h)(iii) is hereby amended by replacing the phrase “this Section 9(h)” with thewords “Section 9(h)(i)”.

(vi) The provisions of Section 9(h) of this Agreement and Part5 (o) hereof are governed by
and will be construed in accordance with the laws specified in Article 126 Paragraph 1of the Business Rules.
(p)

Offices; Multibranch Parties.
(i)

Section 10 of this Agreement is hereby amended as follows:

Section 10(a) is hereby amended by deleting the phrase “, except that a party will nothave recourse to the head or home office of the other party in respect of any payment
or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is
so deferred”.

(ii)

Section10(b) is hereby deleted and replaced with the following:“(b)

If a party is specified as a Multibranch Party in the Schedule, such party may,subject to clause (c) below, enter into a Transaction through, and book a Transaction in,
any Office listed in respect of a Sub-Account of that party in the notification submitted
in accordance with the provisions of Schedule (but not any other Office unlessotherwise agreed by the parties in writing), provided that the party shall make andreceive payments and deliveries with respect to the Transaction in accordance with theApplicable Rules.”(iii) Section 10(c) is hereby deleted and replaced with the following:.
“(c)

The Office through which a party enters into a Transaction will be the Office12specified for that party in the notification submitted in accordance with the provisionsof the Schedule, and, if an Office for that party is not specified in the notification
submitted in accordance with the provisions of the Schedule, its head or home office.
The Office through which a party enters into a Transaction will also be the Office inwhich it books the Transaction.

Neither party may change the Office in which it

books the Transaction without prior written consent of the other party.”(q)

Notices.
“12.

Section 12 of this Agreement is hereby deleted and replaced with the following:

Notices

Any notices, reports and other communications in respect of this Agreement shall be made inaccordance with Article 59 of the Handling Procedures of CDS Business Rules.”(r)

Jurisdiction.

Section 13(b)(i) of this Agreement shall be deleted and replaced with thefollowing:“(i)submits to the exclusive jurisdiction of the court specified in Article 127 of theBusiness Rules;”(s)Service of Process.

Section 13(c) of this Agreement shall be amended by deleting the third

sentence thereof.
(t)Definitions.
(i)

Section 14 of this Agreement shall be amended as follows:

The following definitions shall be deleted from Section 14 of this Agreement.
(1)

Additional Termination Event(2)

Affected Party(3)

Affected Transaction(4)

Applicable Deferral Rate

(5)

Applicable Close-out Rate

(6)

Automatic Early Termination(7)

Burdened Party(8)

Change in Tax Law(9)Close-out Amount(10) Convention Court(11) Credit Event Upon Merger(12) Cross Default(13) Designated Event13(14) Determining Party(15) Early Termination Amount(16) Force Majeure Event(17) Illegality(18) Indemnifiable Tax(19) Local Business Day(20) Local Delivery Day(21) Merger Without Assumption(22) Multiple Transaction Payment Netting(23) Non-affected Party(24) Non-defaulting Party(25) Non-default Rate(26) Other Amounts(27) Payee(28) Payer(29) Potential Event of Default(30) Scheduled Settlement Date(31) Specified Indebtedness(32) Specified Transaction(33) Stamp Tax Jurisdiction(34) Tax Event(35) Tax Upon Merger(36) Terminated Transaction(37) Termination Currency(38) Termination Currency Equivalent(39) Termination Rate(40) Threshold Amount(41) Unpaid Amount(42) Waiting Period(ii)

The definition of “Defaulting Party” in Section 14 of this Agreement shall be replacedwith the following:““Defaulting Party” means the party with respect to which an Event of Default has
occurred.”(iii) The definition of “Early Termination Date” in Section 14 of this Agreement shall be
replaced with the following:““Early Termination Date” means any of:
14

(a)

a Default Determination Date (defined as “Hatan Nintei Bi” in Article 2
Paragraph 1 (49) of the Business Rules);(b)a Close-Out Event Determination Date (defined as “Kigenmae Shuryou Bi” inArticle 2 Paragraph 1 of the Side Letter);(c)such date as is designated by JSCC in connection with the failure of the Clearing
Participant to close out all Clearing Contracts to which it is a party within the
period prescribed by JSCC under Article 38 of the Business Rules; or(d)such date as is designated by JSCC in connection with the occurrence of a
Termination Event.”(iv) The definition of “Event of Default” in Section 14 of this Agreement shall be replacedwith the following:““Event of Default” means:(a)with respect to the Clearing Participant:(i)the occurrence of a Default Determination Day (defined as “Hatan Nintei
Bi” in Article 2 Paragraph 1 (49) of the Business Rules) with respect to theClearing Participant; or(ii)

the failure of the Clearing Participant to close out all Clearing Contracts towhich it is a party within the period prescribed by JSCC under Article 38of the Business Rules; or(b)with respect to JSCC, the occurrence of a Close-out Event (defined as “Ikkatsu

Seisan Jiyu” in Article 3 of the Side Letter.)”(v)

The definition of "Termination Event" in Section 14 of this Agreement shall be
replaced with the following:““Termination Event” means the failure of JSCC and the Clearing Participant to reachan agreement among JSCC and all Clearing Participants in accordance with Article 97
Paragraph 2 of the Business Rules within the period designated by JSCC pursuant to
the Applicable Rules.”(u)

Additional Definitions.

The following definitions shall be added to Section 14 of thisAgreement.
“Applicable Rules” has the meaning given to the term “Hon Gyoumu houhousho Tou” under
Article 2 Paragraph 1 (55) of the Business Rules.
“Business Rules” means the CDS Clearing Business Rules (CDS Seisan Gyoumu Ni
15

Kansuru Gyoumu Houhousho) established by JSCC dated July 19, 2011, as amended.
“Clearing Contract” has the meaning given to the term “Seisan Yakujo” under Article 2
Paragraph 1 (27) of the Business Rules.
“Clearing Contract (Customer Account)” has the meaning given to the term “Seisan Yakujo(Itakubun)” under Article 2 Paragraph 1 (28) of the Business Rules.
“Clearing Brokerage Agreement” has the meaning given to the term “Seisan Jutaku
Keiyaku” under Article 2 Paragraph 1 (25) of the Business Rules.
“Clearing Customer” has the meaning given to the term “Seisan Itakusha” under Article 2
Paragraph 1 (21) of the Business Rules.
“Clearing Participant” means a “Seisan Sankasha” defined under Article 2 Paragraph 1 (23)of the Business Rules who is a party to the relevant Clearing Contract to which “ISDA Kihon
Keiyaku” defined under Article 2 Paragraph 1 (64) of the Business Rules applies.
“Clearing Participant Agreement” has the meaning given to the term “Seisan Sankasha
Keiyaku” under Article 2 Paragraph 1 (24) of the Business Rules.
“Early Termination” has the meaning given to the term “Kigenmae Shuryou” under Article
2 Paragraph 1 (5) of the Business Rules.
“Handling Procedures of CDS Business Rules” means the Handling Procedures of CDS
Business Rules (CDS Seisan Gyoumu Ni Kansuru Gyoumu Houhousho No Toriatsukai)
established by JSCC dated July 19, 2011, as amended.
“JSCC” means Japan Securities Clearing Corporation.
“Sub-Account” has the meaning given to the term “Kubun Kouza” under Article 59
Paragraph 6 of the Business Rules.
“Side Letter” means the Side Letter Agreement (Seisanyakujyo Tou No Ikkatsuseisan Ni
Kansuru Gouisho) executed by and between JSCC and the Clearing Participant.
“Transaction” means each Clearing Contract between JSCC and the Clearing Participant.

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(v)

Characterization Notice.

If the Clearing Participant treats or will treat any Clearing

contract, for tax, financial accounting or regulatory purposes, as a guarantee or insurance
contract, or as any other type of instrument, contract, or transaction other than a derivative
financial instrument, it shall use reasonable best efforts to promptly notify JSCC in writing ofsuch treatment.
(w)

Rights of Third Parties. The terms of this Agreement may be enforced only by each party
to this Agreement and the Contract (Rights of Third Parties) Act 1999 is expressly excluded.

(x)

Severability.

In the event that any provision of this Agreement is held to be illegal, invalid

or unenforceable, such provision will be enforced to the maximum extent permissible so as toeffect the intent of JSCC and the Clearing Participant, and the validity, legality andenforceability of the remaining provisions of this Agreement will not in any way be affectedor impaired thereby.

17