Common use of Interim Pro Forma Balance Sheet and Target Net Asset Value Clause in Contracts

Interim Pro Forma Balance Sheet and Target Net Asset Value. The respective interests in the Partnership held by MUSHD and MSHD and the respective shareholdings of the Companies by MUSHD and MSHD immediately following the Closing, and the amount of the cash payment provided for at Section 1.3(d)(iv) have been agreed by reference to each Party’s pro forma balance sheet for its Contributed Business as of December 31, 2009 included in Schedules 2.1(g)(iii)-1 and 2.1(g)(iii)-2, as applicable (its “Interim Pro Forma Balance Sheet”), and the target net asset value of the MUS Contributed Business as at April 30, 2010. The target net asset value of the MUS Contributed Business as at April 30, 2010 is JPY 303,700,000,000 and that of the MSJS Contributed Business is JPY 158,100,000,000 (in each case, such Party’s “Target Net Asset Value”). Each Party has prepared prior to the date of this Agreement its Interim Pro Forma Balance Sheet on a basis consistent with such Party’s Interim Financial Statements and in accordance with GAAP and the principles, assumptions and methodologies, and subject to the exceptions and limitations, set forth in Schedules 1.6(a)-1 and 1.6(a)-2, as applicable (its “Agreed Principles”). Such principles and methodologies shall, in relation to transfer pricing, be consistent with past practice, except as specified in its Agreed Principles.