ACCOUNTS RECEIVABLES TRUST AGREEMENT

Trust Agreement

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FASL JAPAN LIMITED | MIZUHO TRUST & BANKING CO, LTD

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Title: ACCOUNTS RECEIVABLES TRUST AGREEMENT
Date: 4/13/2005
Industry: SEMICO Sector: TECHNO

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(Translation)

Exhibit 10.22

ACCOUNTS RECEIVABLES TRUST AGREEMENT


Settlor:		FASL JAPAN LIMITED

Trustee:		MIZUHO TRUST & BANKING CO., LTD.

March 25, 2004

***

Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission pursuant to Rule 25b-2 under the Securities Exchange Act of 1934, as amended, and the Commission’s rules and regulations promulgated under the Freedom of Information Act, pursuant to a request for confidential treatment.***

(Translation)

TABLE OF CONTENTS


CHAPTER 1 GENERAL PROVISIONS		3

1.	Definitions	3
2.	Purpose of the Trust	11
3.	Additional Entrustment of Funds	11
4.	Term of The Trust	12
5.	Transfer of the Initial Trust Receivables	12
6.	Eligibility Criteria for Trust Receivables	12
7.	Representations and Warranties of the Settlor and the Trustee	15
8.	Covenants by the Settlor	16
9.	Indemnification	17
10.	Perfection of Assignment	17
11.	Delivery of Receivables Certificates	18
12.	Indication of the Trust	18
13.	Due Diligence Obligations	18

CHAPTER 2 BENEFICIAL INTERESTS		18

14.	Beneficiary	18
15.	Type of the Beneficial Interests	18
16.	Division of the Beneficial Interests	18
17.	Issuance of Beneficial Interests Certificates	19
18.	Assignment and Pledge of the Beneficial Interests	19

CHAPTER 3 MANAGEMENT AND DISPOSAL OF THE TRUST PROPERTY		19

19.	Report regarding the Trust Receivables by the Settlor	19
20.	Floating Pledge Enforcement Notice	20
21.	Delegation of a Part of the Trust Administrative Services	20
22.	Management of the Funds within the Trust Property	21
23.	Opening of the Account	21
24.	Instruction of Beneficiary	21

CHAPTER 4 CALCULATION OF THE TRUST		22

25.	Definition of Principal and Proceeds	22
26.	Treatment of Ineligible Receivables	22
27.	Calculation and Report of the Trust	23
28.	Payment of Taxes and Expenses	24
29.	Trust Fees	24

CHAPTER 5 DELIVERY OF PRINCIPAL AND PROCEEDS OF THE BENEFICIAL INTERESTS		24

30.	Prepayment of Principal and Delivery of Proceeds during the Term of the Trust	24
31.	Repayment of Trust Principal and Disposal of Trust Proceeds after the Occurrence of Repayment Formula Revision Event	26

CHAPTER 6 TERMINATION OF TRUST		27

32.	Termination of the Trust Agreement	27
33.	Delivery of Principal and Proceeds upon Termination of the Trust	28

CHAPTER 7 MISCELLANEOUS		29

34.	Notice	29
35.	Submission of Seal Impression	29
36.	Notification	30
37.	Access to the Details of the Trust Receivables	30
38.	Fractions Less than One Yen	30
39.	Governing Law	30
40.	Jurisdiction	30
41.	Amendments to This Agreement	31
42.	Expenses	31
43.	Application of the Loan Agreements	31
44.	Consultation	31

(Translation)

ACCOUNTS RECEIVABLES TRUST AGREEMENT

FASL JAPAN LIMITED (the “Settlor”) and Mizuho Trust & Banking Co., Ltd. (the “Trustee”) enter into this trust agreement (this “Agreement,” and the trust established under this Agreement, the “Trust”), which consists of the following terms and conditions.

CHAPTER 1 GENERAL PROVISIONS

1.	DEFINITIONS

In this Agreement, the following terms shall have the meanings set forth below.

1.1	“ Administration Method Instruction ” has the meaning given in Clause 24.1 of this Agreement.

1.2	“ Agent ” means the Mizuho Corporate Bank, Ltd. in the capacity of the agent as appointed by the Lenders under the Creditors’ Agreement.

1.3	“ Application for Additional Entrustment of Funds ” means a document substantially in the form attached hereto as Schedule 2.

1.4	“ Beneficial Interests ” means the beneficial interests accrued under this Agreement.

1.5	“ Beneficiary ” means a person having the Beneficial Interests.

1.6	“ Business Day ” means any day other than those that are bank holidays in Japan.

1.7	“ Collection Account ” means the following account:


Name and Branch of Bank:		Mizuho Corporate Bank, Ltd., Uchisaiwaicho 1st Corporate Banking Division
Account Type:		Ordinary Savings Account
Account Number:		****
Account Name:		FASL JAPAN LIMITED Account held by Mizuho Trust & Banking Co., Ltd. as the trustee of the Monetary Receivables Trust

1.8	“ Collection Calculation Date ” means, collectively, the Regular Collection Calculation Date and the Extraordinary Collection Calculation Date; provided, however, that the Trust Termination Date shall be the last Collection Calculation Date.

1.9	“ Collection Calculation Period ” means the period commencing on the day (inclusive) immediately following the Collection Calculation Date immediately preceding each Collection Calculation Date and ending on the relevant Collection

*	Confidential treatment has been requested pursuant to the Confidential Treatment Request dated April 13, 2005.

(Translation)

Calculation Date (inclusive); provided, however, that the initial Collection Calculation Period shall commence on March 25, 2004 (inclusive) and the final Collection Calculation Period shall end on the Trust Termination Date.

1.10	“ Collection Delivery Date ” means, collectively, the Regular Collection Delivery Date and the Extraordinary Collection Delivery Date.

1.11	“ Consumption Tax ” means, collectively, consumption tax and local consumption tax in Japan.

1.12

“ Consumption Tax and Other Tax ” means Consumption Tax, goods and services tax (GST) in Singapore, value added tax (VAT) in Germany and any other taxes separately agreed between the Settlor and the Trustee as taxes payable by the Settlor that are directly imposed on the execution and performance of the Purchase and Sale Related Agreements.

1.13

“ Counter-Performed Trust Receivables ” means the Trust Receivables (excluding the Ineligible Receivables) corresponding to the accounts receivables for the items that are sold and purchased, the delivery and inspection of which is completed, except for the Trust Receivables that are the Fixed Trust Receivables.

1.14	“ Counter-Performed Trust Receivables Amount ” means the principal amount of the Counter-Performed Trust Receivables.

1.15	“ Counter-Performed Trust Receivables Amount (Consumption Tax and Other Tax Equivalent) ” means the Trust Receivables Amount (Consumption Tax and Other Tax Equivalent) relating to the Counter-Performed Trust Receivables Amount.

1.16	“ Counter-Performed Trust Receivables Amount (Goods’ Value Equivalent) ” means the Counter-Performed Trust Receivables Amount minus the Counter-Performed Trust Receivables Amount (Consumption Tax and Other Tax Equivalent).

1.17	“ Damages ” has the meaning given in Clause 6.1 (1) of this Agreement.

1.18	“ Estimated Trust Receivables Collection Amount ” has the meaning given in Clause 19.1 of this Agreement.

1.19	“ Estimated Trust Receivables Collection Amount (Consumption Tax and Other Tax Equivalent) ” means the amount to be paid as the Trust Receivables Amount (Consumption Tax and Other Tax Equivalent) among the Estimated Trust Receivables Collection Amount.

1.20	“ Estimated Trust Receivables Collection Amount (Goods’ Value Equivalent) ” means the amount to be paid as the Trust Receivables Amount (Goods’ Value Equivalent) among the Estimated Trust Receivables Collection Amount.

1.21	“ Exemption Event ” has the meaning given in Clause 1 of the Loan Agreements.

1.22	“ Existing Trust Receivables ” means the accounts receivables from the Third Party Obligor under the Purchase and Sale Related Agreements that exist as of the execution date of this Agreement.

(Translation)

1.23	“ Expenses ” means taxes and other public charges relating to the Trust Property and expenses necessary for the trust administrative services (including, without limitation, expenses relating to the delegation of the Trust Administrative Services under Clause 21).

1.24	“ Expiration Date ” means June 29, 2007 (or the immediately following Business Day if such date is not a Business Day).

1.25

“ Extraordinary Collection Calculation Date ” means, if the Trustee receives the Settlor’s Extraordinary Report, the day immediately preceding the date of receipt (or the immediately preceding Business Day if such date is not a Business Day). If the Extraordinary Collection Calculation Date corresponds to the Regular Collection Calculation Date, such date shall be deemed as the Regular Collection Calculation Date and not as the Extraordinary Collection Calculation Date.

1.26	“ Extraordinary Collection Delivery Date ” means the fourth (4th) Business Day after the Extraordinary Collection Calculation Date.

1.27	“ Fixed Trust Property Value ” means the sum of (i) the Fixed Trust Receivables Amount (Goods’ Value Equivalent) and (ii) the amount of the funds within the Trust Property minus the amount of the Trust Receivables Collections (Consumption Tax and Other Tax Equivalent).

1.28

“ Fixed Trust Receivables ” means the Trust Receivables (excluding the Ineligible Receivables) indicated in invoices sent by the Settlor to the Third Party Obligor under Clause 5.2 of the Purchase and Sale Agreement during each calendar month after the Set-off Treatment for such calendar month is complete.

1.29	“ Fixed Trust Receivables Amount ” means the principal amount of the Fixed Trust Receivables. Such amount shall be set forth in the Payment Notice relating to the relevant calendar month as the amount to be paid by the Third Party Obligor to the Trustee by the Trust Receivables Due Date.

1.30	“ Fixed Trust Receivables Amount (Consumption Tax and Other Tax Equivalent) ” means the Trust Receivables Amount (Consumption Tax and Other Tax Equivalent) relating to the Fixed Trust Receivables.

1.31	“ Fixed Trust Receivables Amount (Goods’ Value Equivalent) ” means the Fixed Trust Receivables Amount minus the Fixed Trust Receivables Amount (Consumption Tax and Other Tax Equivalent).

1.32	“ Floating Pledge ” has the meaning given in Clause 18.2 of this Agreement.

1.33	“ Floating Pledge Agreement ” means the Floating Pledge Agreement entered into between the Settlor and the Lenders as of March 25, 2004 (as amended).

1.34	“ Floating Pledge Enforcement Notice ” has the meaning given in Clause 20.1 of this Agreement.

(Translation)

1.35

“ Ineligible Receivables ” means the Trust Receivables that do not satisfy the eligibility criteria provided for in Clause 6.1, including the Existing Trust Receivables that cease to satisfy such eligibility criteria after the execution date of this Agreement and the Prospective Trust Receivables that cease to satisfy such eligibility criteria after the date on which such Prospective Trust Receivables arise.

1.36	“ Instructor ” has the meaning given in Clause 24.1 of this Agreement.

1.37	“ Interest Collections ” means the amounts received by the Trustee with respect to the Trust Property during each Collection Calculation Period, which constitute the trust proceeds pursuant to Clause 25.2.

1.38	“ Lenders ” means, collectively, Mizuho Corporate Bank, Ltd., Shinkin Central Bank, The Bank of Yokohama, Ltd., The Toho Bank, Ltd. and The Norinchukin Bank as the Lenders and their respective successors under the Loan Agreements.

1.39	“ Lending Obligation ” means, collectively, the Lending Obligation A and Lending Obligation B.

1.40	“ Lending Obligation A ” has the meaning given in Clause 1 of the Loan Agreement A.

1.41	“ Lending Obligation B ” has the meaning given in Clause 1 of the Loan Agreement B.

1.42	“ Loan Agreement A ” means the Revolving Line Agreement (A) (as amended or renewed) entered into by Mizuho Corporate Bank, Ltd., Shinkin Central Bank, The Bank of Yokohama, Ltd., The Toho Bank, Ltd. and The Norinchukin Bank, and the Settlor as of March 25, 2004.

1.43	“ Loan Agreement B ” means the Revolving Line Agreement (B) (as amended or renewed) entered into by Mizuho Corporate Bank, Ltd. and the Settlor as of March 25, 2004.

1.44	“ Loan Agreements ” means, collectively, the Loan Agreement A and the Loan Agreement B.

1.45	“ Loan Receivables ” means the Lenders’ loan receivables from the Settlor under the Loan Agreements.

1.46	“ Majority Lenders ” has the meaning given in Clause 1 of the Creditor’s Agreement.

1.47	“ Memorandum regarding Trust Fees ” has the meaning given in Clause 29.1 of this Agreement.

1.48	“ Payment Notice ” means a notice given by the Third Party Obligor to the Settlor on or before the second (2nd) Business Day after the last day of each month under the Purchase and Sale Related Agreements that specifies (i) the Trust Receivables the

(Translation)

Third Party Obligor will pay to the Trustee on the forty-fifth (45th) day after the last day of the calendar month after the Set-off Treatment and (ii) the amount of such Trust Receivables.

1.49	“ Principal Collections ” means the amounts that the Trustee receives with respect to the Trust Property during each Collection Calculation Period, which are to constitute the trust principal pursuant to Clause 25.1.

1.50

“ Prospective Trust Receivables ” means the accounts receivables from the Third Party Obligor under the Purchase and Sale Related Agreements that arise during a period from the day immediately following the execution date of this Agreement (inclusive) to the Trust Termination Date with respect to the Third Party Obligor (inclusive).

1.51	“ Purchase and Sale Agreement ” means the Purchase and Sale Agreement entered into between the Settlor and the Third Party Obligor as of February 23, 2004 (as amended).

1.52	“ Purchase and Sale Related Agreements ” means the Purchase and Sale Agreement and each individual agreement under the Purchase and Sale Agreement.

1.53	“ Regular Collection Calculation Date ” means the fifteenth (15th) day or the last day of each month (or the immediately following Business Day if such date is not a Business Day); provided, however, that the first Regular Collection Calculation Date shall be March 31, 2004.

1.54

“ Regular Collection Delivery Date ” means the fourth (4th) Business Day after the Regular Collection Calculation Date corresponding to the fifteenth (15th) day of each month (or the immediately following Business Day if such date is not a Business Day) with respect to such Regular Collection Date, or the sixth (6th) Business Day after the Regular Collection Calculation Date corresponding to the last day of each month (or the immediately following Business Day if such date is not a Business Day) with respect to such Regular Collection Date.

1.55	“ Related Documents ” means documents certifying the execution of the Purchase and Sale Related Agreements and any other documents relating to the Purchase and Sale Related Agreements.

1.56	“ Repayment Formula Revision Event ” has the meaning given in Clause 20.1 of this Agreement.

1.57	“ Repurchase Price ” has the meaning given in Clause 26.1 of this Agreement.

1.58

“ Set-off Treatment ” means the Third Party Obligor’s setting off of a certain amount of the Counter-Performed Trust Receivables against the equivalent amount of the Third Party Obligor’s receivables from the Settlor that become due in the relevant calendar month, by specifying its intention to do so on the Payment Notice to the Settlor on or before the second (2nd) Business Day after the last day of each calendar month.

(Translation)

1.59	“ Settlor’ s Extraordinary Report ” has the meaning given in Clause 19.2 of this Agreement.

1.60	“ Settlor’ s Regular Report ” has the meaning given in Clause 19.1 of this Agreement.

1.61

“ Settlor’ s Regular Report Deadline ” means (i) 3 p.m. on the Business Day immediately following the Regular Collection Calculation Date corresponding to the fifteenth (15th) day of each month (or the immediately following Business Day if such date is not a Business Day) with respect to the Settlor’s Regular Report relating to such Regular Collection Calculation Date, or (ii) 3 p.m. on the third (3rd) Business Day after the Regular Collection Calculation Date corresponding to the last day of each month (or the immediately following Business Day if such date is not a Business Day) with respect to the Settlor’s Regular Report relating to such Regular Collection Calculation Date.

1.62	“ Settlor’ s Report ” means, collectively, the Settlor’s Regular Report and the Settlor’s Extraordinary Report.

1.63	“ Settlor’ s Report Form ” means the form attached hereto as Schedule 4. Provided, however, that the Settlor, the Trustee and the Agent may change such form upon mutual agreement.

1.64	“ Third Party Obligor ” means FUJITSU LIMITED.

1.65	“ Total Outstanding Balance ” means the sum of the Total Outstanding Balance A and the Total Outstanding Balance B.

1.66	“ Total Outstanding Balance A ” has the meaning given in Clause 1 of the Loan Agreement A.

1.67	“ Total Outstanding Balance B ” has the meaning given in Clause 1 of the Loan Agreement B.

1.68

“ Trust Administrative Services ” means the administrative services relating to the administration and collection of the Trust Receivables (including, without limitation, (i) custody and administration of the Related Documents; (ii) administration of the balances relating to the Trust Receivables; and (iii) receipt of payment relating to the Trust Receivables).

1.69	“ Trust Assignment ” means assignment of the Trust Receivables from the Settlor to the Trustee pursuant to this Agreement.

1.70

“ Trust Calculation Date ” means (i) the second (2nd) Business Day after the Regular Collection Calculation Date corresponding to the fifteenth (15th) day of each month (or the immediately following Business Day if such date is not a Business Day) relating to such Collection Calculation Date, or (ii) the fourth (4th) Business Day after the Regular Collection Calculation Date corresponding to the last day of each month (or the immediately following Business Day if such date is not a Business Day) relating to such Collection Calculation Date.

(Translation)

1.71	“ Trust Property Maintenance Standards ” means, in each case set forth below, the following conditions:

(1)

In the case where the Total Outstanding Balance A exists and Total Outstanding Balance B does not exist, the Fixed Trust Property Value shall be no less than 101% of the Total Outstanding Balance A;

(2)

In the case where both the Total Outstanding Balance A and the Total Outstanding Balance B exist, (i) the Counter-Performed Trust Receivables Amount (Goods’ Value Equivalent) shall be no less than 120% of the Total Outstanding Balance minus the Fixed Trust Property Value, and (ii) the Fixed Trust Property Value shall be no less than 101% of the Total Outstanding Balance A, and for avoidance of doubt, this condition shall be satisfied if (i) the Fixed Trust Property Value is no less than the Total Outstanding Value and (ii) the Fixed Trust Property Value is no less than 101% of the Total Outstanding Balance A;

(3)

In the case where the Total Outstanding Balance B exists and the Total Outstanding Balance A does not exist, the Counter-Performed Trust Receivables Amount (Goods’ Value Equivalent) shall be no less than 120% of the Total Outstanding Balance B minus the Fixed Trust Property Value, and for avoidance of doubt, this condition shall be satisfied if the Fixed Trust Property Value is no less than the Total Outstanding Balance B; or

(4)

In the case where neither the Total Outstanding Balance A nor the Total Outstanding Balance B exist, there shall be no conditions.

1.72	“ Trust Property ” means all property arising from the Trust Receivables and as a result of the management and disposal of the Trust Receivables.

1.73	“ Trust Receivables ” means, collectively, the Existing Trust Receivables and the Prospective Trust Receivables.

1.74	“ Trust Receivables Amount ” means the principal amount of the Trust Receivables.

1.75

“ Trust Receivables Amount (Consumption Tax and Other Tax Equivalent) ” means, with respect to each Trust Receivables, if the Settlor incurs tax liabilities relating to Consumption Tax and Other Tax that are directly imposed on the execution and performance of the Purchase and Sale Related Agreements under which the Trust Receivables arise, the amount of such taxes payable by the Settlor among the Trust Receivables Amount relating to such Trust Receivables.

1.76	“ Trust Receivables Collections ” means all amounts that the Trustee receives from the Third Party Obligor or other persons as repayment of their debts relating to the Trust Receivables.

1.77	“ Trust Receivables Collections (Consumption Tax and Other Tax Equivalent) ” means the amounts that the Trustee deems as payments relating to the Trust

(Translation)

Receivables Amount (Consumption Tax and Other Tax Equivalent) among the Trust Receivables Collections based on the Settlor’s Report, or the amounts that the Agent reasonably deems as payments relating to the Trust Receivables (Consumption Tax and Other Tax Equivalent) among the Trust Receivables Collections based on other reports from the Settlor if the Trustee cannot determine the amounts to be paid relating to the Trust Receivables Amount (Consumption Tax and Other Tax Equivalent), including the cases where the Estimated Trust Receivables Collection Amount set forth in the Settlor’s Report are inconsistent with the amount of the Trust Receivables Collections, or any false information is discovered or possibly exists in the Settlor’s Report.

1.78

“ Trust Receivables Due Date ” means, with respect to each Trust Receivables, the fifteenth (15th) day (or the immediately following Business Day if such date is not a Business Day) of the second (2nd) month after each calendar month in which the Settlor sends an invoice indicating such Trust Receivables to the Third Party Obligor under Clause 5.2 of the Purchase and Sale Agreement.

1.79	“ Trust Termination Date ” means the earliest of the following dates:

(1)

the Expiration Date (or if the Loan Receivables remains and the obligation of the Borrower relating to the Loan Receivables has become immediately due and payable as of the Expiration Date, the Regular Collection Calculation Date first occurring after the date three (3) months after the date on which such obligation of the Borrower becomes immediately due and payable);

(2)

the Regular Collection Calculation Date first occurring after the date on which (i) the Loan Receivables cease to exist and (ii) the Agent recognizes that the prospect of the Loan Receivables arising thereafter has ceased to exist due to the termination of the Loan Agreements or extinguishment of the Lending Obligation;

(3)

the Regular Collection Calculation Date first occurring after the date on which (i) the outstanding balance with respect to the Trust Receivables ceases to exist and (ii) the Agent recognizes that the prospect of the Trust Receivables arising thereafter has ceased to exist; or

(4)

the Regular Collection Calculation Date first occurring after the date on which the Trustee dispatches a notice of its intent to terminate this Agreement under Clause 32 thereof.

1.80	“ Trustee’ s Extraordinary Report ” has the meaning given in Clause 27.2 of this Agreement.

1.81	“ Trustee’ s Regular Report ” has the meaning given in Clause 27.1 of this Agreement.

1.82	“ Trustee’s Regular Report Deadline ” means (i) 12 p.m. on the third (3rd) Business Day after the Regular Collection Calculation Date corresponding to the fifteenth (15th) day of each month (or the immediately following Business Day if such date is

(Translation)

not a Business Day) with respect to the Trustee’s Regular Report relating to such Regular Collection Calculation Date, or (ii) 12 p.m. on the fifth (5th) Business Day after the Regular Collection Calculation Date corresponding to the last day of each month (or the immediately following Business Day if such date is not a Business Day) with respect to the Trustee’s Regular Report relating to such Regular Collection Calculation Date.

2.	PURPOSE OF THE TRUST

The Settlor has entrusted the Trust Receivables to the Trustee, and the Trustee has accepted such Trust Receivables as of the execution date of this Agreement for the purpose of managing and disposing such Trust Receivables for the benefit of the Beneficiary.

3.	ADDITIONAL ENTRUSTMENT OF FUNDS

3.1

If it is found that the Trust Property Maintenance Standards are not satisfied, the Settlor shall first give notice of its intent to entrust additional funds pursuant to the provisions of Clause 3.2 to the Trustee (the “Notice of Additional Entrustment of Funds”) and then entrust additional funds sufficient to satisfy the Trust Property Maintenance Standards to the Trustee on or before the Business Day immediately following the date on which it is found that the Trust Property Maintenance Standards are not satisfied, unless the Settlor notifies the Agent pursuant to Clause 14.4(i) of the Loan Agreements of its intent to pay to the Lenders all or any part (sufficient to satisfy the Trust Property Maintenance Standards) of the Loan Receivables (the “Prepayment Notice”) by 11 a.m. on the Business Day immediately following the date on which it is found that the Trust Property Maintenance Standards are not satisfied. Upon receipt of the additional funds, the Trustee shall notify the Agent of the amount of the additional funds immediately (but no later than the second (2nd) Business Day after the date of receipt of the additional funds).

3.2

The Settlor shall give the Prepayment Notice and the Notice of Additional Entrustment of Funds to the Trustee and the Agent in a form separately agreed upon between the Settlor, the Trustee and the Agent by 11 a.m. on the Business Day immediately following the date on which it is found that the Trust Property Maintenance Standards set forth in Clause 3.1 are not satisfied. In addition, the Settlor shall submit the Application of Additional Entrustment of Funds in Schedule 2 to the Trustee (and at the same time deliver a copy of the Application for Additional Entrustment of Funds to the Agent ) when it gives the Notice of Additional Entrustment of Funds.

3.3

In addition to the case set forth in Clause 3.1, if the Settlor, the Trustee and the Agent separately agree, the Settlor may submit the Application for Additional Entrustment of Funds to the Trustee (and at the same time deliver a copy of the Application for Additional Entrustment of Funds to the Agent) and entrust additional funds to the Trustee. Upon receipt of the additional funds, the Trustee shall notify the Agent of the amount of the additional funds immediately (but no later than the second (2nd) Business Day after the date of receipt of the additional funds).

(Translation)

4.	TERM OF THE TRUST

The term of this Agreement shall commence on the execution date of this Agreement and end on the Trust Termination Date.

5.	TRANSFER OF THE INITIAL TRUST RECEIVABLES

5.1

The Settlor shall assign the Trust Receivables to the Trustee as of the execution date of this Agreement as provided for in this Agreement, and the Settlor and the Trustee hereby confirm without objection that the Trust Assignment is a true and valid assignment and it is their intent that such assignment of the Trust Receivables will be a true and valid assignment. For avoidance of doubt, tax liabilities relating to Consumption Tax and Other Tax incurred by the Settlor shall not be assigned to the Trustee due to such Trust Assignment.

5.2	The assignment of the Existing Trust Receivables from the Settlor to the Trustee shall become valid as of the execution date of this Agreement.

5.3	The assignment of the Prospective Trust Receivables from the Settlor to the Trustee shall automatically become valid when the Prospective Trust Receivables arise without any action by the Settlor or the Trustee.

6.	ELIGIBILITY CRITERIA FOR TRUST RECEIVABLES

6.1

The Settlor represents and warrants to the Trustee and the Beneficiary that each of the following matters is true and correct with respect to the Trust Receivables, the Purchase and Sale Related Agreements and the Third Party Obligor as of (i) the execution date of this Agreement with respect to the Existing Trust Receivables, or (ii) the date on which the Prospective Trust Receivables arise with respect to the Prospective Trust Receivables. Provided, however, that the Trustee is not obliged to verify whether the eligibility criteria set forth in this Clause 6.1 are satisfied.

(1)

The Trust Receivables satisfies all of the eligibility criteria set forth below as of (i) the execution date of this Agreement with respect to the Existing Trust Receivables, or (ii) the date on which the Prospective Trust Receivables arise with respect to the Prospective Trust Receivables:

(i)

the Third Party Obligor is a resident of Japan and is a corporation;

(ii)

the payment terms of the Trust Receivables are subject to the provisions of the Purchase and Sale Agreement;

(iii)

the outstanding balance and the payment date of the Counter-Performed Trust Receivables and the Fixed Trust Receivables among the Existing Trust Receivables (the outstanding balance of the Counter-Performed Trust Receivables shall be the amount as of March 15, 2004) is as set forth in Schedule 1 and all other provisions regarding the Trust Receivables in Schedule 1 are true and accurate, and the outstanding balance of the Counter-Performed Trust Receivables as of the execution date of this Agreement does not fall below the outstanding balance of the Counter-Performed Trust Receivables set forth in Schedule 1;

(iv)

the Trust Receivables arise in the normal course of business of the Settlor;

(Translation)

(v)

the Trust Receivables shall be collected on the Trust Receivables Due Date;

(vi)

the Trust Receivables are the sole property of the Settlor, and the Settlor holds all right, title and interest in and to the Trust Receivables;

(vii)

the Trust Receivables and the Purchase and Sale Agreement constitute the obligations of the Third Party Obligor that are lawful, valid, binding and enforceable in accordance with the terms thereof;

(viii)

the Third Party Obligor has not been or is not likely to be in default or otherwise in breach of the Trust Receivables or the Purchase and Sale Agreement;

(ix)

the Trust Receivables have not been entirely or partially extinguished due to nullification or termination of the Purchase and Sale Agreement, or payment or set-off of the Trust Receivables (except for the extinguishment due to the Set-off Treatment);

(x)

no event has occurred that would cause all or a part of the Trust Receivables to lapse or give rise to defenses by the Third Party Obligor to the performance of its obligations thereunder on the prescribed payment date, including, without limitation, nullification, termination, cancellation or novation of the Trust Receivables or the Purchase and Sale Agreement (excluding defenses based on the Set-off Treatment), nor has the Third Party Obligor claimed that such an event has occurred, and there is no threat thereof. The accrual of the Trust Receivables from the Third Party Obligor shall not be subject to any avoiding power ( hinin-ken );

(xi)

no petition for attachment ( sashiosae ), provisional attachment ( kari-sashiosae ), provisional disposition ( kari-shobun ), preservative disposition ( hozen-shobun ), compulsory execution, auction, or disposition to collect tax delinquencies has been filed by a third party with respect to the Trust Receivables or against the Trust Receivables, nor are there any rights, security interests or other encumbrances that have caused, or are likely to cause, any damage, loss, expense or liability (collectively, the “Damages”) to the Trust Property;

(xii)

assignment of the Trust Receivables is not prohibited for any reason, and neither prior notice to nor prior approval from the Third Party Obligor is required with respect to any assignment, transfer or other disposal of the Trust Receivables, and if such notice or approval is required, it has been provided or obtained;

(xiii)

no provision of the Purchase and Sale Agreement has been amended, released or waived, and no disposal has been made that is likely to affect the Trust or any rights of the Beneficiary, including assignment or sale to a third party of, or creation of security interests on, the Trust Receivables;

(xiv)

no promissory note, bill of exchange, check or other security has been issued with respect to the payment of the Trust Receivables; and

(xv)

no lawsuit, arbitration, administrative procedure, or other dispute has commenced or is likely to commence with respect to the Trust

(Translation)

Receivables or the Purchase and Sale Agreement, and no lawsuit, arbitration, administrative procedure, or other dispute, or any event that would give rise to such lawsuit, arbitration, administrative procedure, or other dispute, has occurred with the Third Party Obligor and any other third party.