Companies Act

If a company will issue bonds, the company must specify a bond administrator and entrust the receipt of payments, the preservation of rights of claim on behalf of the bondholders and other administration of the bonds to that manager; provided, however, that this does not apply if the amount of each bond is 100,000,000 yen or more, and other cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of bondholders will be compromised.

A bond administrator must be a person set forth as follows:

a bank;

a trust company; and

beyond what is set forth in the preceding two items, a person prescribed by Ministry of Justice Order as a person equivalent to the above.

Bond administrators must perform the administration of bonds in a fair and sincere manner on behalf of the bondholders.

Bond administrators must manage the bonds with due care of a prudent manager to the bondholders.

A manager has authority to do all judicial and non-judicial acts on behalf of bondholders that are necessary to receive payment of claims relating to the bonds or to preserve the realization of claims relating to the bonds.

If a bond administrator has received payment under the preceding paragraph, the bondholders may claim payment of the redeemed amount of bonds and interest from the bond administrator. In these cases, if there are provisions to the effect that bond certificates are issued, the bondholders must claim the payment of relevant redeemed amount in exchange for the bond certificates, and the payment of relevant interest in exchange for the coupons.

The right to claim under the provisions of the first sentence of the preceding paragraph will be extinguished by prescription if not exercised for ten years from the time that this right can be exercised.

If it is necessary for a bond administrator to carry out the acts under paragraph (1) with respect to bonds that the bond administrator has been entrusted to administer, the bond administrator may, with the permission of the court, investigate the status of the business and assets of the bond-issuing company.

A bond administrator may not carry out the following acts without a resolution at a bondholders meeting; provided, however, that this does not apply with respect to the act set forth in item (ii) if there are provisions with respect to the matters set forth in Article 676, item (viii):

with respect to all of the bonds, granting extension for the payment of those bonds, or releasing, or settling those obligations or liability arising from the failure to perform the obligations of those bonds (excluding the acts set forth in the following item);

carrying out procedural actions with respect to the all of the bonds, or any action involved in bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings or proceedings for special liquidation (excluding the act under paragraph (1) of the preceding Article).

If a bond administrator carries out the acts set forth in item (ii) of the preceding paragraph without a resolution at a bondholders meeting under the provisions of the proviso to that paragraph, the bond administrator must, without delay, give public notice to that effect and separate notice thereof to each known bondholder.

The public notice under the provisions of the preceding paragraph must be made in accordance with the means of public notice used by the bond-issuing company; provided, however, that, if that method is electronic public notice, relevant public notice must be effected by publication in Official Gazette.

If it is necessary for a bond administrator to carry out the acts set forth in each item of paragraph (1) with respect to bonds that the bond administrator has been entrusted to administer, the bond administrator may, with the permission of the court, investigate the status of the business and assets of the bond-issuing company.

If there is conflict between the interests of the bondholders and those of the bond administrator, if it is necessary to carry out judicial and non-judicial acts on behalf of bondholders, the court must, in response to a petition by the bondholders meeting, appoint a special agent.

If a bond administrator or a special agent under the preceding Article performs judicial or non-judicial acts on behalf of bondholders, they need not identify individual bondholders.

If there are two or more bond administrators, these persons must perform the acts within their authority jointly.

In the cases provided for in the preceding paragraph, if bond administrators have accepted payments referred to in Article 705, paragraph (1), the bond administrators are jointly and severally liable for payment of the amount so tendered.

If bond administrators commit acts in violation of this Act or resolutions at the bondholders meeting, they are jointly and severally liable to compensate bondholders for losses arising as a result.

A bond administrator is liable to compensate bondholders for losses if the bond administrator commits any of the following acts after, or within three months prior to, the bond-issuing company's having failed to redeem bonds or pay interest on the same, or having suspended payments; provided, however, that this does not apply if relevant bond administrator has proven that the bond administrator did not fail to manage the bonds with due diligence, or that relevant losses were not caused by relevant acts:

accepting, with respect to an obligation relating to a claim of relevant bond administrator, the tender of a security or an act regarding the extinguishment of the obligation from the bond-issuing company;

transferring a claim of relevant bond administrator to a person who has a special relationship prescribed by Ministry of Justice Order with relevant bond administrator (limited to cases where the person who has relevant special relationship has accepted with respect to an obligation relating to relevant claim, the tender of a security or an act regarding the extinguishment of the obligation, from the bond-issuing company); or

if relevant bond administrator has a claim against the bond-issuing company, entering into a contract with the bond-issuing company for disposal of assets of the bond-issuing company, or entering into a contract under which the bond administrator assumes the obligations that a person owes to the bond-issuing company, in each case for the sole purpose of setting off obligations to the bond-issuing company that the bond administrator assumes under the contract against the bond administrator's claim against the bond-issuing company;

if relevant bond administrator has an obligation to the bond-issuing company, accepting the transfer of a claim against the bond-issuing company and setting off relevant obligation against relevant claim.

A bond administrator may resign with the consent of the bond-issuing company and the bondholders meeting. In these cases, if there is no other bond administrator, relevant bond administrator must specify a bond administrator to succeed to the administration of the bonds in advance.

Notwithstanding the provisions of the preceding paragraph, a bond administrator may resign on any ground provided for in the entrustment contract under the provisions of Article 702;provided, however, that this does not apply if the contract does not have provisions regarding bond administrators to succeed to the administration of the bonds.

Notwithstanding the provisions of paragraph (1), a bond administrator may resign with the permission of the court if there are unavoidable reasons.

The provisions of Article 710, paragraph (2) apply mutatis mutandis to a person who resigned as bond administrator under the provisions of paragraph (2) of the preceding Article after, or within three months prior to, the bond-issuing company's having failed to redeem bonds or pay interest, or having suspended payments.

The court may dismiss a bond administrator in response to a petition by the bond-issuing company or a bondholders meeting if the bond administrator has violated the bond administrator's obligations, if the bond administrator is not fit to handle the administration for which the bond administrator is responsible, or if there are other justifiable grounds.

If a bond administrator has fallen under any of the following circumstances, if there is no other bond administrator, the bond-issuing company must specify a bond administrator to succeed to the administration of the bonds, and entrust the administration of the bonds to the person on behalf of the bondholders. In these cases, the bond-issuing company must convene a bondholders meeting without delay in order to obtain the consent of the same, and if the consent cannot be obtained, must file a petition for the permission of the court in lieu of that consent:

if the bond administrator is no longer a person set forth in any item of Article 703;

if the bond administrator has resigned under the provisions of Article 711, paragraph (3);

if the bond administrator has been dismissed under the provisions of the preceding paragraph; or

if the bond administrator has been dissolved.

In the cases provided for in the first sentence of the preceding paragraph, if a bond-issuing company does not convene a meeting under the provisions of the second sentence of that paragraph or file a petition under the second sentence of that paragraph within two months of the day on which the bond-issuing company fell under any of the circumstances in each item of that paragraph, the bond-issuing company will forfeit the benefit of time in relation to the total amount of relevant bonds.

In the cases provided for in the first sentence of paragraph (1), if there are unavoidable reasons, interested parties may petition the court for the appointment of a bond administrator to succeed to the administration of the bonds.

If a bond-issuing company has specified the bond administrator to succeed to the administration of the bonds pursuant to the provisions of the first sentence of paragraph (1) (excluding cases where the consent of a bondholders meeting has been obtained), or if a bond administrator has been appointed to succeed to the administration of the bonds under the provisions of the preceding paragraph, the bond-issuing company must, without delay, give public notice to that effect and separate notice thereof to each known bondholder.