Companies Act

In the case of the proviso of Article 702, a company may specify a bond administration assistant and entrust that bond administration assistant to assist bond administration for the benefit of the bondholders; provided, however, that this does not apply if the relevant bonds are secured bonds.

A bond administration assistant must be a person set forth in each item of Article 703 or specified in a Ministry of Justice Order.

Bond administration assistants have the authority to engage in the acts set forth below on behalf of bondholders.

participate in bankruptcy proceedings, participate in rehabilitation proceedings, or participate in reorganization proceedings;

request distributions in procedures for judicial enforcement or in procedures for enforcement procedures of a security right; and

state claims during the period provided in Article 499, paragraph (1).

Bond administration assistants have the authority to engage in the acts set forth below on behalf of bondholders within the scope provided in an agreement relating to entrustment pursuant to Article 714-2:

receive payment of claims relating to bonds;

the acts provided in Article 705, paragraph (1) (excluding the conduct set forth in each of the items of the preceding paragraph and the preceding item);

the acts set forth in each item of Article 706, paragraph (1); and

conduct that will forfeit the benefit of time in relation to the total amount of the bonds by the bond-issuing company.

In the cases provided for in the preceding paragraph, bond administrators assistant may not carry out the acts set forth below unless pursuant to a resolution at the bondholders meeting:

the acts set forth in item (ii) of the preceding paragraph that are set forth below:

requesting payment of all of the bonds;

judicial enforcement, provisional attachment or provisional disposition based on claims relating to all of the bonds; and

carrying out procedural actions with respect to the entirety of the bonds, or any action involved in bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings or proceedings for special liquidation(excluding the acts set forth in (a) and (b)).

the acts set forth in items (iii) and (iv) of the preceding paragraph.

Bond administration assistants will report on matters relating to the administration of bonds to the bondholders or take measures to enable the bondholders to learn these matters in accordance with an agreement on entrustment pursuant to the provisions of Article 714-2.

The provisions Article 705, paragraph (2) and paragraph (3) apply mutatis mutandis to bond administration assistants who have the authority to perform the acts set forth in paragraph (2), item (1).

If there are two or more assistant bond administrators, the assistant bond administrators must each perform the acts within their own authority.

If an assistant bond administrator is liable to the bondholders for damages arising if other assistant bond administrators are also liable, these persons will be joint and several obligors.

If an agreement relating to entrustment pursuant to the provisions of Article 702 or a trust agreement provided in Article 2, paragraph (1) of the Secured Bonds Trust Act (Act No. 52 of 1905) becomes effective, an agreement relating to entrustment pursuant to the provisions of Article 714-2 will terminate.

The provisions of Article 704, Article 707, Article 708, Article 710, paragraph (1), Article 711, Article 713, and Article 714 apply mutatis mutandis to assistant bond administrators. In these case, "the administration of "bonds" in Article 704 is deemed to be replaced with "assistance with the administration of "bonds," "jointly and severally liable to compensate bondholders" in that paragraph is deemed to be replaced with "liable to compensate bondholders," "if there is no other bond administrator," in Article 711, paragraph (1) is deemed to be replaced with, "Article 702" in paragraph (2) of that Article is deemed to be replaced with "Article 714-2," "if there is no other bond administrator," in Article 714, paragraph (1) is deemed to be replaced with if deleted, "the administration of the bonds" in that paragraph is deemed to be replaced with "assistance with the administration of the bonds," "set forth in any item of Article 703" in that paragraph is deemed to be replaced with "provided in Article 714-3, and "has been dissolved" in that paragraph is deemed to be replaced with "died or has been dissolved."