Section VII: Alternations and Terminations of the Special Purpose Trust Contract
| Article 43 |
（Changes of special purpose trust contracts）
The SPT contract shall not be altered without a resolution of the beneficiaries' meeting and the consent of the Trustee.
The resolution of the beneficiaries' meeting described in the preceding paragraph requires a quorum of beneficiaries holding at least one-half of all voting rights and shall be adopted by two-thirds of all votes present, unless otherwise provided in this Act or in the SPT contract. |
| Article 44 |
（Purchase of beneficiary securities）
If the alteration to the SPT contract shall change an item required to be included in the asset trust securitization plan, a beneficiary, who has informed the Trustee in written form of his/her objection prior to the adoption of such resolution at a beneficiaries' meeting pursuant to paragraph 1 of the preceding Article and has raised his/her objection at such beneficiaries' meeting, may request the Trustee to purchase all of the Beneficiary Securities held by him/her at the current fair price unless otherwise provided in the SPT contract and the prospectus or investment memorandum sets forth measures of dealing with such situation.
The consideration and other necessary expenses incurred for the purchase as referred to in the preceding paragraph may be appropriated from the trust property by the Trustee.
Except as otherwise provided in the SPT contract or resolved in a beneficiaries' meeting, the beneficial interest of a beneficiary shall be extinguished upon the purchase by the Trustee of the Beneficiary Securities held by him/her.
Article 187 and Article 188 of the Company Act shall apply mutatis mutandis to the aforementioned purchase of Beneficiary Securities. |
| Article 45 |
（Resolutions for changes to contracts）
Where the SPT contract provides for a certain type of beneficial interest having no Principal Holding, the alteration of the SPT contract pursuant to Article 43, paragraph 1 hereof shall be subject to the approval by a resolution adopted in a meeting of that certain type of beneficiaries.
The provisions governing the beneficiaries' meetings in Section 3 shall apply mutatis mutandis to the meetings of certain types of beneficiaries described in the preceding paragraph. |
| Article 46 |
（Resolution for removal of responsibilities）
The Trustee’s duties to the beneficiaries under the SPT contract shall not be released without a resolution of the beneficiaries' meeting unless there is a violation of laws or regulations.
The resolution of the beneficiaries' meeting described in the preceding paragraph requires a quorum of beneficiaries holding at least one-half of all voting rights and shall be adopted by two-thirds of all votes present. |
| Article 47 |
（Petition for resignation and dismissal）
The Trustee shall not resign without a resolution of a beneficiaries' meeting, provided that the Trustee may apply to the court for approval for his/her resignation if there are reasons beyond control.
When the Trustee violates the laws, regulations, or the SPT contract, breaches his/her duties or has other significant reasons, the beneficiaries may remove the Trustee pursuant to a resolution of a beneficiaries' meeting, or the court may remove the Trustee upon application by the beneficiaries holding over ten (10) percent of the total Principal Holding.
In the situations described in the preceding two paragraphs, unless otherwise provided in the SPT contract, a successor Trustee may be appointed with the resolution of a beneficiaries' meeting, or the court may appoint a successor Trustee upon application by the beneficiaries holding over ten (10) percent of the total Principal Holding.
The resolution referred to in paragraphs 1 and 2 hereof requires a quorum of beneficiaries holding at least one-half of all voting rights and shall be adopted by two-thirds of all votes present. |
| Article 48 |
（Requests for acknowledgment of resignation and dismissal）
When the Trustee resigns or is removed pursuant to the preceding Article, the Trustee shall immediately prepare the balance sheets, statement of income, and report on the management and utilization of the trust property and shall submit same to the beneficiaries' meeting for approval, and shall immediately deliver the aforementioned statements and report, together with the trust property, to the new Trustee.
When a Trust Supervisor has been appointed, the approval as described in the preceding paragraph shall be made by the Trust Supervisor. |
| Article 49 |
（Termination of special purpose trust contracts）
The termination of the SPT contract shall be made with a resolution of a beneficiaries' meeting.
The resolution as referred to in the preceding paragraph requires a quorum of beneficiaries holding at least one-half of all voting rights and shall be adopted by two-thirds of all votes present. |
| Article 50 |
（Petition to the court for termination of special purpose trust contracts）
Beneficiaries holding ten (10) percent or more of the total Principal Holding may file an application to the competent court for the termination of the SPT contract when the Trustee has apparent difficulties in executing trust affairs, has managed the trust property improperly, or has disposed of the trust property in violation of the purpose of the trust, and the trust property suffers material damage as a result thereof. |
| Article 51 |
（Reasons for the termination of special purpose trust contracts）
The SPT contract shall be terminated due to the following reasons:
1. when the events set forth in Article 62 of the Trust Act occur;
2. resolutions of a beneficiaries' meeting;
3. the court's order of terminating the SPT contract; or
4. when the events prescribed by other competent authorities on the basis of protecting the rights and interests of the beneficiaries occur. |
| Article 52 |
（Disposal of trust properties）
When the SPT contract is terminated, the Trustee shall dispose of the trust property promptly and distribute the cash obtained from the disposal in accordance with the asset trust securitization plan.
When the SPT contract is terminated for the reasons specified in the preceding Article, the Trustee shall dispose of the trust property in compliance with Article 35 of the Trust Act, unless otherwise provided for in the SPT contract. |
| Article 53 |
（Applicable scope of special purpose trusts）
Article 6, paragraph 3 , Article 16, Article 32, Article 36, paragraphs 1 to 3, and Article 52 of the Trust Act shall not apply to a SPT. |