Article 3(1)The competent minister may designate a person meeting the following requirements to engage in the services prescribed in Article 8 in accordance with this Act (hereinafter referred to as the "Book-Entry Transfer Services"), at the application thereof:

(2)On making a designation as referred to in the preceding paragraph, the competent minister must issue public notice of the trade name and the locality of the head office of the Book-Entry Transfer Institution designated thereby in the Official Gazette.

Article 4(1)A person seeking a designation under paragraph (1) of the preceding Article must submit a paper application for designation to the competent minister, giving the following information:

(2)The following paper documents must accompany the paper application for designation:

(3)In a case as referred to in the preceding paragraph, if the articles of incorporation or the balance sheet have been prepared as an electronic or magnetic record (meaning a record used in computer data processing which is created in electronic form, magnetic form, or any other form that cannot be perceived by the human senses; the same applies hereinafter) or if an electronic or magnetic record has been created for the profit and loss statement in lieu of a paper-based document, an electronic or magnetic record (limited to one as specified by Ordinance of the Competent Ministry) may accompany the application in lieu of a paper document.

Article 5(1)The stated capital of a Book-Entry Transfer Institution must be at least the amount prescribed by Cabinet Order.

(2)The amount prescribed by Cabinet Order which is referred to in the preceding paragraph must not be less than five hundred million yen.

(3)The net assets of a Book-Entry Transfer Institution must be at least the amount prescribed by Cabinet Order which is referred to in paragraph (1).

Article 6(1)Before decreasing its stated capital, a Book-Entry Transfer Institution must receive the authorization of the competent minister pursuant to the provisions of Ordinance of the Competent Ministry.

(2)Before increasing its stated capital, a Book-Entry Transfer Institution must notify the competent minister pursuant to the provisions of Ordinance of the Competent Ministry.

Article 6-2The proviso of Article 331, paragraph (2) of the Companies Act (including as applied mutatis mutandis pursuant to Article 335, paragraph (1) of that Act), Article 332, paragraph (2) (including as applied mutatis mutandis pursuant to Article 334, paragraph (1) of that Act), Article 336, paragraph (2) and the proviso of Article 402, paragraph (5) do not apply to a Book-Entry Transfer Institution.

Article 7It is prohibited for the director, accounting advisor (or the employee that performs those duties, if the accounting advisor is a corporation), auditor, executive officer, or employee of a Book-Entry Transfer Institution, or a person that has held one of these positions, to divulge or misappropriate any confidential information learned in connection with Book-Entry Transfer Services.

Article 8A Book-Entry Transfer Institution is to conduct operations connected with the book-entry transfer of Bonds and Other Securities in accordance with this Act and its operational rules.

Article 9(1)A Book-Entry Transfer Institution may not engage in business other than Book-Entry Transfer Services; provided, however that this does not apply if the Book-Entry Transfer Institution obtains the approval of the competent minister pursuant to the provisions of Ordinance of the Competent Ministry, for business that is related to Book-Entry Transfer Services and that is found to carry no risk of preventing the institution from engaging in Book-Entry Transfer Services in an appropriate and reliable manner.

(2)If a Book-Entry Transfer Institution discontinues the for which it has been approved pursuant to the proviso of the preceding paragraph, it must notify the competent minister of this pursuant to the provisions of Ordinance of the Competent Ministry.

Article 10(1)A Book-Entry Transfer Institution may be approved by the competent minister to entrust another person with a part of its Book-Entry Transfer Services, pursuant to the provisions of Ordinance of the Competent Ministry.

(2)In the contract in which a Book-Entry Transfer Institution entrusts a person with a part of its Book-Entry Transfer Services pursuant to the provisions of the preceding paragraph, it must include the condition that the party to which it is entrusting the services will not further entrust another person with those services.

Article 11(1)A Book-Entry Transfer Institution must provide for the following particulars in its operational rules:

(2)The particulars set forth in item (v), sub-item (a) of the preceding paragraph must include an indication that each Account Management Institution (other than a person as set forth in Article 44, paragraph (1), item (xiii)) extends a joint and several surety to its Participants (other than a person as set forth in Article 44, paragraph (1), item (xiii); a qualified institutional investor as prescribed in Article 2, paragraph (3), item (i) of the Financial Instruments and Exchange Act; the national or local government; or any other person prescribed by Cabinet Order; the same applies hereinafter in this paragraph and in Chapter III) against the performance of all obligations that any Superior Institution (other than one prescribed by Ordinance of the Competent Ministry as a person in respect of which it does not undermine the protection of Participants to have no surety extended) has toward a Participant, as a function of the Bonds and Other Securities that it handles, as prescribed in Article 80, paragraph (2) or Article 81, paragraph (2) (including as applied mutatis mutandis pursuant to Articles 113, 115, 117, 118, 120, 121, 122, 124, 127, and Article 276, item (i)), Article 105, paragraph (2), Article 106, paragraph (2), Article 109, paragraph (3), Article 110, paragraph (3), Article 127-23, paragraph (2), Article 127-24, paragraph (2), Article 147, paragraph (2) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276, item (ii)), Article 148, paragraph (2) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276, item (ii)), Article 181, paragraph (2) or Article 182, paragraph (2) (including as applied mutatis mutandis pursuant to Article 249, paragraph (1) and Article 276, item (iii)) or Article 212, paragraph (2) or Article 213, paragraph (2) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv)).

Article 12(1)A Book-Entry Transfer Institution must open an account for another person in which book entries can be made for Bonds and Other Interests at the request of that person, pursuant to the provisions of its operational rules.

(2)A Book-Entry Transfer Institution may open an account for itself in which book entries can be made for Bonds and Other Securities (hereinafter referred to as an "Institution-Held Account") for the purpose of performing the obligations as referred to in Article 78, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Articles 113, 115, 117, 118, 120, 121, 122, 124, 127, and Article 276, item (i)), Article 103, paragraphs (1) and (3), Article 107, paragraphs (1) and (4), Article 127-21, paragraphs (1) and (3), Article 145, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 179, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 249, paragraph (1) and Article 276, item (iii)), or Article 210, paragraphs (1) and (4) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv)).

(3)A Book-Entry Transfer Institution must prepare and maintain a book-entry transfer account register.

Article 13(1)A Book-Entry Transfer Institution may not handle a Bond or Other Security unless the issuer has consented in advance to have its Bond or Other Security handled by the institution.

(2)In a case as referred to in the preceding paragraph, once the issuer has given its consent to a Book-Entry Transfer Institution in respect of a particular type of Bond or Other Security, it must not give its consent to another Book-Entry Transfer Institution with regard to that type of Bond or Other Security.

(3)The issuer may not withdraw the consent referred to in paragraph (1).

Article 14A Book-Entry Transfer Institution must not subject any particular Participant or issuer to unfair differential treatment.

Article 15A Book-Entry Transfer Institution must prepare and keep on file its business books and documents and other records pursuant to Ordinance of the Competent Ministry.

Article 16(1)A Book-Entry Transfer Institution must prepare a paper-based report on its business and assets for each business year and submit it to the competent minister.

(2)Ordinance of the Competent Ministry provides for the information required to be given in the report referred to in the preceding paragraph, the submission date, and other necessary matters.

Article 17An amendment to the articles of incorporation or operational rules of a Book-Entry Transfer Institution does not take effect without the authorization of the competent minister.

Article 18(1)If the information set forth in Article 4, paragraph (1), item (i) or item (iii) to item (v) changes, the Book-Entry Transfer Institution must notify the competent minister of this and file the paper documents set forth in paragraph (2), item (i) or item (iii) of that Article with the competent minister pursuant to the provisions of Ordinance of the Competent Ministry.

(2)On being notified of a change in the trade name of a Book-Entry Transfer Institution or the locality of its head office, the competent minister must issue public notice of this in the Official Gazette.

Article 19In a case as referred to in Article 78, paragraph (1) (including as applied mutatis mutandis pursuant to Articles 113, 115, 117, 118, 120, 121, 122, 124, 127, and Article 276, item (i)), Article 103, paragraph (1), Article 107, paragraph (1), Article 127-21, paragraph (1), Article 145, paragraph (1) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276, item (ii)), Article 179, paragraph (1) (including as applied mutatis mutandis pursuant to Article 249, paragraph (1) and Article 276, item (iii)), or Article 210, paragraph (1) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv)); in the event that an incident as prescribed by Ordinance of the Competent Ministry occurs; in a case as referred to in Article 79, paragraph (1) (including as applied mutatis mutandis pursuant to Articles 113, 115, 117, 118, 120, 121, 122, 124, 127 and Article 276, item (i)), Article 104, paragraph (1), Article 108, paragraph (1), Article 146, paragraph (1) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 180, paragraph (1) (including as applied mutatis mutandis pursuant to Article 249, paragraph (1) and Article 276, item (iii)), or Article 211, paragraph (1) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv)); or in the event that an incident as prescribed by Ordinance of the Competent Ministry occurs in a Subordinate Institution, a Book-Entry Transfer Institution must notify the competent minister of this pursuant to the provisions of Ordinance of the Competent Ministry.

Article 20(1)If the competent minister finds it to be necessary for the appropriate and reliable performance of Book-Entry Transfer Services, the minister may order a Book-Entry Transfer Institution to make reports or submit materials relevant to its business or assets; may have the relevant officials enter the business office of the Book-Entry Transfer Institution and inspect the state of its business or assets, books and documents, or other articles; and may have those officials question persons concerned.

(2)An official conducting an on-site inspection pursuant to the provisions of the preceding paragraph must carry identification and present it to persons concerned.

(3)The authority for an on-site inspection under the provisions of paragraph (1) must not be construed as authorizing a criminal investigation.

Article 21Upon finding there to be a need do so for the appropriate and reliable performance of Book-Entry Transfer Services, the competent minister, within the scope of this necessity, may order a Book-Entry Transfer Institution to take the necessary measures to improve the state of its business operations or its assets.

Article 22(1)If a Book-Entry Transfer Institution falls under one of the following items, the competent minister may rescind an Article 3, paragraph (1) designation or an approval as referred to in the proviso of Article 9, paragraph (1); order the suspension of all or part of its business activities during a fixed period of no longer than six months; or order the dismissal of a director, accounting advisor, company auditor, or executive officer:

(2)On rescinding an Article 3, paragraph (1) designation pursuant to the provisions of the preceding paragraph, the competent minister must issue public notice of this in the Official Gazette.

Article 23If a Book-Entry Transfer Institution falls under one of the following items, the competent minister may order the Book-Entry Transfer Institution to transfer Book-Entry Transfer Services to another stock company (except as prescribed in Article 44, paragraph (2); hereinafter the same applies in Article 42):

Article 24(1)Notwithstanding Article 309, paragraph (2) and Article 324, paragraph (2) of the Companies Act, a resolution as under Article 322, paragraph (1), Article 466, Article 467, paragraph (1), Article 783, paragraph (1), or Article 795, paragraph (1) of that Act (other than a resolution at a shareholders meeting as referred to in Article 309, paragraph (3), item (ii) of that Act, for a resolution as under Article 783, paragraph (1) of that Act) at a Book-Entry Transfer Institution that is subject to an order under the preceding Article (hereinafter referred to as the "specified book-entry transfer institution" in the following paragraph) may be provisionally adopted by at least a two-thirds majority vote of attending shareholders.

(2)Notwithstanding Article 309, paragraph (3) of the Companies Act, a resolution at a shareholders meeting as referred to in Article 309, paragraph (3), item (ii) of that Act at a specified book-entry transfer institution may be provisionally adopted by at least a two-thirds majority vote of attending shareholders, if those votes are cast by the majority of the shareholders in attendance.

(3)If a resolution is provisionally adopted pursuant to the provisions of paragraph (1) (hereinafter this is referred to as a "provisional resolution" in this and the following paragraphs), the Book-Entry Transfer Institution must notify each of the shareholders of the purport of the provisional resolution and call a shareholders meeting again within one month after the date of the provisional resolution.

(4)If a provisional resolution adopted by a majority vote as prescribed in paragraph (1) is approved at a shareholders meeting as referred to in the preceding paragraph, a resolution is deemed to have been adopted with regard to the matter subject to the provisional resolution.

(5)The provisions of the preceding two paragraphs apply mutatis mutandis to a resolution adopted provisionally pursuant to the provisions of paragraph (2). This being the case, the phrase "paragraph (1)" in the preceding paragraph is deemed to be replaced with the phrase "paragraph (2)".

Article 25(1)A merger to which Book-Entry Transfer Institution constitute all or some of the parties (but only if the stock company surviving the merger or the stock company incorporated in the merger engages in Book-Entry Transfer Services; hereinafter referred to as a "specified merger" in this and the following Article) does not take effect without the authorization of the competent minister.

(2)A Book-Entry Transfer Institution seeking the authorization referred to in the preceding paragraph must submit a paper application for merger authorization to the competent minister, giving the information set forth in the items of Article 4, paragraph (1) with respect to the stock company surviving or incorporated in the specified merger (hereinafter referred to in this Article as the "book-entry transfer institution after specified merger").

(3)Paper-based documents giving the details of the merger agreement or electronic or magnetic records in which such details have been recorded (limited to those as specified by Ordinance of the Competent Ministry; hereinafter the same applies in this paragraph) and the paper-based documents or electronic or magnetic records prescribed by Ordinance of the Competent Ministry must accompany an application for merger authorization.

(4)If an application is filed for the authorization referred to in paragraph (1), the competent minister must examine whether the application conforms to the following criteria:

(5)A book-entry transfer institution after specified merger (other than if the Book-Entry Transfer Institution is a stock company surviving the specified merger) is deemed to have obtained an Article 3, paragraph (1) designation at the time of the specified merger.

(6)A book-entry transfer institution after specified merger succeeds to the rights and obligations that any Book-Entry Transfer Institution disappearing in the specified merger holds in connection with its business based on the authorization or other disposition of an administrative agency.

Article 26Before effecting a specified merger, a Book-Entry Transfer Institution must obtain the approval of the Participants, in addition to approval at a shareholders meeting as referred to Article 783, paragraph (1), Article 795, paragraph (1) or Article 804, paragraph (1) of the Companies Act.

Article 27(1)An incorporation-type company split that a Book-Entry Transfer Institution effects in order to have a newly established stock company assume all or some of its Book-Entry Transfer Services (hereinafter referred to by the simplified term "incorporation-type company split" in this and the following Article) does not take effect without the authorization of the competent minister.

(2)A Book-Entry Transfer Institution seeking the authorization referred to in the preceding paragraph must submit a paper application for authorization for an incorporation-type company split to the competent minister, giving the following information about the stock company that will be incorporated in the incorporation-type company split (hereinafter referred to as the "company being incorporated" in this Article):

(3)Paper-based documents giving the details of the incorporation-type company split plan or electronic or magnetic records in which such details have been recorded (limited to those specified by Ordinance of the Competent Ministry hereinafter the same applies in this paragraph) and the paper-based documents or electronic or magnetic records specified by Ordinance of the Competent Ministry must accompany an application for authorization of an incorporation-type company split

(4)If an application is filed for the authorization referred to in paragraph (1), the competent minister must examine whether the application conforms to the following criteria:

(5)The company being incorporated is deemed to have obtained an Article 3, paragraph (1) designation at the time of incorporation-type company split.

(6)The company being incorporated succeeds to the rights and obligations that the Book-Entry Transfer Institution undergoing the incorporation-type company split holds, in connection with the business subject to the succession, based on the authorization or other disposition of an administrative agency.

Article 28Before effecting an incorporation-type company split, a Book-Entry Transfer Institution must obtain the approval of the Participants, in addition to approval at a shareholders meeting as referred to in Article 804, paragraph (1) of the Companies Act.

Article 29(1)An absorption-type company split that a Book-Entry Transfer Institution effects in order to have another stock company assume all or some of its Book-Entry Transfer Services (hereinafter referred to by the simplified term "absorption-type company split" in this and the following Article) does not take effect without the authorization of the competent minister.

(2)A Book-Entry Transfer Institution seeking the authorization referred to in the preceding paragraph must submit a paper application for authorization for an absorption-type company split to the competent minister, giving the following information about the stock company that will succeed to all or some of the Book-Entry Transfer Services in the absorption-type company split (hereinafter referred to as the "succeeding company" in this Article):

(3)Paper-based documents giving the details of the absorption-type company split agreement or electronic or magnetic records in which such details have been recorded (limited to those as specified by Ordinance of the Competent Ministry; hereinafter the same applies in this paragraph) and the paper-based documents or electronic or magnetic records specified by Ordinance of the Competent Ministry must accompany an application for authorization of an absorption-type company split.

(4)If an application is filed for the authorization referred to in paragraph (1), the competent minister must examine whether the application conforms to the following criteria:

(5)A succeeding company is deemed to have obtained an Article 3, paragraph (1) designation at the time of the absorption-type company split (unless a Book-Entry Transfer Institution is the succeeding company).

(6)The succeeding company succeeds to the rights and obligations that the Book-Entry Transfer Institution undergoing the absorption-type company split holds, in connection with the business subject to the succession, based on the authorization or other disposition of an administrative agency.

Article 30Before effecting an absorption-type company split, a Book-Entry Transfer Institution must obtain the approval of the Participants, in addition to approval at a shareholders meeting as referred to in Article 783, paragraph (1) or Article 795, paragraph (1) of the Companies Act.

Article 31(1)A Book-Entry Transfer Institution's transfer of all or some of the Book-Entry Transfer Services it provides to another stock company (hereinafter referred to as a "business transfer" in this and the following Article) does not take effect without the authorization of the competent minister.

(2)A Book-Entry Transfer Institution seeking the authorization referred to in the preceding paragraph must submit a paper application for authorization for a business transfer to the competent minister, giving the following information about the stock company that will succeed to all or some of the Book-Entry Transfer Services in the business transfer (hereinafter referred to as the "transferee company" in this Article):

(3)Paper-based documents giving the details of the business transfer agreement or electronic or magnetic records in which such details have been recorded (limited to those as specified by Ordinance of the Competent Ministry; hereinafter the same applies in this paragraph) and the paper-based documents or electronic or magnetic records specified by Ordinance of the Competent Ministry must accompany an application for authorization of a business transfer.

(4)If an application is filed for the authorization referred to in paragraph (1), the competent minister must examine whether the application conforms to the following criteria:

(5)A transferee company is deemed to have obtained an Article 3, paragraph (1) designation at the time of business transfer (unless a Book-Entry Transfer Institution is the transferee company).

(6)The transferee company succeeds to the rights and obligations that the Book-Entry Transfer Institution effecting the business transfer holds, in connection with the business subject to the transfer, based on the authorization or other disposition of an administrative agency, and also succeeds to the rights and obligations connected with the consent of the issuer as referred to in Article 13, paragraph (1).

(7)A Participant account that a Book-Entry Transfer Institution effecting a business transfer has opened is deemed to be a Participant account that the transferee company has opened.

Article 32Before effecting a business transfer, a Book-Entry Transfer Institution must obtain the approval of the Participants, in addition to approval at a shareholders meeting as referred to in Article 467, paragraph (1) of the Companies Act.

Article 33The Participants' approval as referred to in Article 26, 28, 30 or the preceding Article must be based on a resolution passed at a meeting of Participants (hereinafter referred to as a "Participants' Meeting").

Article 34(1)A Book-Entry Transfer Institution convenes a Participants' Meeting.

(2)To convene a Participants' Meeting, a paper-based document must be used to issue notice to convene to each Participant by two weeks prior to the date of the meeting.

(3)In lieu of using a paper-based document to issue notice as prescribed in the preceding paragraph, a Book-Entry Transfer Institution may issue notice by electronic or magnetic means (meaning by using an electronic data processing system or employing other information communications technology in the manner specified by Ordinance of the Competent Ministry; the same applies hereinafter), pursuant to Ordinance of the Competent Ministry, with the approval of the Participants. In doing so, the Book-Entry Transfer Institution is deemed to have issued the notice under that paragraph.

(4)The notice referred to in the preceding two paragraphs must give an indication or include a record of the matter that constitutes the purpose of the meeting and a summary of the proposals.

Article 35Unless otherwise prescribed in the operational rules, all Participants' voting rights are equal.

Article 36(1)A Participant not attending a Participants' Meeting may vote by electronic or magnetic means pursuant to the provisions of the operational rules.

(2)At the time of the issuance of the notice prescribed in Article 34, paragraph (2), the Book-Entry Transfer Institution must issue a paper document giving the information specified by Ordinance of the Competent Ministry as information of reference with regard to voting by electronic or magnetic means.

(3)If a Book-Entry Transfer Institution issues a notice under Article 34, paragraph (3) by electronic or magnetic means to Participants that have given the approval referred to in that paragraph, it may provide them with the information that it is required to give in the paper document referred to in the preceding paragraph by electronic or magnetic means, together with that notice; provided, however, that if requested by a Participant, the Book-Entry Transfer Institution must issue that Participant the paper document referred to in that paragraph.

(4)The provisions of Article 302, paragraphs (3) and (4) and Article 312 of the Companies Act apply mutatis mutandis to voting by electronic or magnetic means as referred to in paragraph (1) for a Participants' Meeting. In such a case, the phrase "Article 299, paragraph (3)" is deemed to be replaced with "Article 34, paragraph (3) of the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the phrase "Ordinance of the Ministry of Justice" is deemed to be replaced with "Ordinance of the Competent Ministry"; the phrase "information that is required to be detailed in the voting forms" is deemed to be replaced with "information specified by Ordinance of the Competent Ministry as the necessary information that will allow the Participants to vote"; the phrase "stock company" is deemed to be replaced with "Book-Entry Transfer Institution"; the phrase "In the case provided for in paragraph (1)...the directors" in Article 302, paragraph (3) of said Act is deemed to be replaced with "the Book-Entry Transfer Institution", the phrase "In the case provided for in paragraph (1) [...] the directors" in paragraph (4) of that Article is deemed to be replaced with "[...] a Book-Entry Transfer Institution"; and the phrase "Cabinet Order" in Article 312, paragraph (1) of that Act is deemed to be replaced with "Ordinance of the Competent Ministry".

Article 37A resolution at a Participants' Meeting is passed by the majority vote of the Participants in attendance.

Article 38(1)In the operational rules, a Book-Entry Transfer Institution may provide that a Participant is deemed to consent to a proposal submitted at a Participants' Meeting if that Participant neither attends the Participants' Meeting nor votes.

(2)A Book-Entry Transfer Institution that has made the provisions referred to in the preceding paragraph must mention or include a record of that provisions in the notice under Article 34, paragraph (2).

(3)The votes of Participants that are deemed to consent to a proposal pursuant to the provisions of paragraph (1) are included in the reckoning of the number of votes held by Participants attending a Participants' Meeting.

Article 39The provisions of Article 310, paragraphs (1) to (4) inclusive, Articles 314, 315 and 317, Article 729, paragraph (2), Articles 731 to 735 inclusive, Article 742, paragraph (1), Article 868, paragraph (3), Article 870, paragraph (1) (limited to the provisions related to item (vii)), Article 871 main clause, Article 872 (limited to the provisions related to item (iv)), Article 873 main clause, Articles 875 and 876, Article 940, paragraph (1) (limited to the part set forth in item (i)) and paragraph (3) of the Companies Act apply mutatis mutandis to a Participants' Meeting. In such a case, the terms "stock company", "bond-issuing company", and "stock company or membership company" in these provisions are deemed to be replaced with "Book-Entry Transfer Institution"; the phrase "Ordinance of the Ministry of Justice" therein is deemed to be replaced with "Ordinance of the Competent Ministry"; the phrase "Cabinet Order" in Article 310, paragraph (3) of that Act is deemed to be replaced with "Ordinance of the Competent Ministry"; the phrase "Article 299, paragraph (3)" in paragraph (4) of that Article is deemed to be replaced with "Article 34, paragraph (3) of the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the phrase "a director, an accounting advisor, a company auditor, or an executive officer" in Article 314 of that Act is deemed to be replaced with "a Book-Entry Transfer Institution"; the phrase "Articles 298 and 299" in Article 317 of that Act is deemed to be replaced with "Article 34, paragraphs (2) to (4) inclusive of the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the phrase "bondholders or conveners" in Article 729, paragraph (2) of that Act is deemed to be replaced with "Participants' Meeting"; the phrase "The bond manager and bondholders" in Article 731, paragraph (3) of that Act is deemed to be replaced with "Participants"; the phrase "the matters stated or recorded in the materials used for explaining the business of the Bond-Issuing Company or other matters regarding the solicitation in Article 676" in Article 733, item (i) of that Act is deemed to be replaced with "operational rules"; the phrase "Bond-Issuing Company" in Article 868, paragraph (3) is deemed to be replaced with "Book-Entry Transfer Institution"; the phrase "this Act" in Article 940, paragraph (1) (limited to what is set forth in item (i)) of that Act is deemed to be replaced with "the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the phrase "the preceding two paragraphs" in paragraph (3) of that Article is deemed to be replaced with "paragraph (1)"; the phrase "these provisions" in that paragraph is deemed to be replaced with "the provisions of that paragraph"; and the phrase "Company" in items (i) and (iii) of that paragraph is deemed to be replaced with "Book-Entry Transfer Institution".

Article 40The following actions do not take effect without the authorization of the competent minister.

Article 41(1)If a Book-Entry Transfer Institution falls under one of the following items, its Article 3, paragraph (1) designation ceases to be effective:

(2)If a designation ceases to be effective pursuant to the provisions of the preceding paragraph, the former Book-Entry Transfer Institution or its general successor (but only a person that has succeeded to the rights and obligations of a Book-Entry Transfer Institution disappearing in a merger, but that does not engage in Book-Entry Transfer Services; the same applies in the following Article) must notify the competent minister of this pursuant to the provisions of Ordinance of the Competent Ministry.

(3)On being submitted a notification under the provisions of the preceding paragraph, the competent minister must issue public notice of this in the Official Gazette.

Article 42If the Article 3, paragraph (1) designation of a Book-Entry Transfer Institution is rescinded pursuant to the provisions of Article 22, paragraph (1) or ceases to be effective pursuant to the provisions of paragraph (1) of the preceding Article, the former Book-Entry Transfer Institution or its general successor must promptly discontinue the Book-Entry Transfer Services in which the Book-Entry Transfer Institution engaged. In such a case, the former Book-Entry Transfer Institution or its general successor is deemed to be a Book-Entry Transfer Institution inasmuch as the task of completing Book-Entry Transfer Services is concerned.

Article 43(1)In a liquidation, bankruptcy proceedings, a rehabilitation, reorganization, or recognition and assistance proceedings, the court may request the opinion of or an inspection or investigation by the competent minister.

(2)On finding it to be necessary to do so, the competent minister may state an opinion to the court during a process as prescribed in the preceding paragraph.

(3)The provisions of Article 20 apply mutatis mutandis if the competent minister is requested by the court to implement an inspection or investigation pursuant to the provisions of paragraph (1).

Article 44(1)A person as set forth below may open an account for another person in which book entries can be made for Bonds and Other Securities at the request of that person, in accordance with the provisions of this Act and the operational rules of the Book-Entry Transfer Institution. To do so, the person must have an account opened for it in advance by that Book-Entry Transfer Institution or by another Account Management Institution connected with that Book-Entry Transfer Institution (other than one specified by Ordinance of the Competent Ministry), in which book entries can be made for Bonds and Other Securities:

(2)If a first Book-Entry Transfer Institution opens an account for another person in which book entries can be made for Bonds and Other Securities at the request of that person pursuant to the provisions of the operational rules of a second Book-Entry Transfer Institution, the first Book-Entry Transfer Institution must have the second Book-Entry Transfer Institution or an Account Management Institution connected with it (other than one as specified by Ordinance of the Competent Ministry) open an account for it in advance in which book entries can be made for Bonds and Other Securities.

Article 45(1)An Account Management Institution is to engage in Book-Entry Transfer Services as an Account Management Institution pursuant to the provisions of this Act and the operational rules of the Book-Entry Transfer Institutions that constitute its Superior Institutions.

(2)An Account Management Institution must prepare and maintain a book-entry transfer account register.

Article 46The provisions of Article 14 apply mutatis mutandis to an Account Management Institution and the provisions of Article 42 apply if an Account Management Institution ceases to be a person as set forth in any item of Article 44, paragraph (1).

Article 47(1)Notwithstanding the provisions of Article 3, paragraph (1), if the Bank of Japan meets the following requirements, the competent minister may designate it to engage in Book-Entry Transfer Services (but only Book-Entry Transfer Services for Japanese government bonds; hereinafter the same applies in this paragraph to Article 50 inclusive) upon its application and pursuant to the provisions of this Act:

(2)On making a designation as referred to in the preceding paragraph, the competent minister must issue public notice of this in the Official Gazette.

(3)The provisions of Article 4, paragraph (1) (excluding items (ii) and (iv) to (vi) inclusive) and paragraph (2) (excluding items (ii), (v) and (vi)) apply mutatis mutandis to the Bank of Japan if it seeks the designation referred to in paragraph (1). In such a case, the phrase "trade name" in paragraph (1), item (i) of that Article is deemed to be replaced with "name", the phrase "paragraph (1), items (iii) and (iv) of the preceding Article" in paragraph (2), item (i) of that Article is deemed to be replaced with "Article 47, paragraph (1), item (ii)" and the phrase "the company's certificate of registered information" in item (iii) of that paragraph is deemed to be replaced with "its certificate of registered information".

Article 48If the Bank of Japan is designated as referred to in paragraph (1) of the preceding Article, it is deemed to be a Book-Entry Transfer Institution and the provisions of this Act (excluding Articles 5 to 7 inclusive, Article 9, Article 20, paragraphs (2) and (3), Article 23, items (iii) and (iv), Articles 24 to 30 inclusive, Article 40, Article 41, paragraph (1), item (ii), Article 43, the following Article, Article 50, Chapter IV and Chapters VI to XII inclusive and Articles 1 to 10 inclusive, Articles 12 to 18 inclusive and Articles 27 to 42 inclusive of the Supplementary Provisions and the punishments concerning these provisions) apply. In such a case, the words set forth in the right-hand column of the following table are deemed to stand in place of the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 49If a Book-Entry Transfer Institution falls under one of the items of Article 23, the competent minister may order it to transfer Book-Entry Transfer Services to the Bank of Japan under the designation referred to in Article 47, paragraph (1).

Article 50The provisions of Article 31 apply mutatis mutandis to a Book-Entry Transfer Institution's transfer of all or some of the Book-Entry Transfer Services it provides to the Bank of Japan. In such a case, the phrase "items of Article 4, paragraph (1)" in Article 31, paragraph (2), item (i) is deemed to be replaced with "Article 4, paragraph (1), item (i) and (iii) as applied mutatis mutandis pursuant to Article 47, paragraph (3)"; the phrase "items of Article 3, paragraph (1)" in paragraph (4), item (i) of that Article is deemed to be replaced with "items of Article 47, paragraph (1)"; the phrase "a Book-Entry Transfer Institution is the transferee company" in paragraph (5) of that Article is deemed to be replaced with "the Bank of Japan has been designated as referred to in Article 47, paragraph (1)"; and the phrase "Article 3, paragraph (1)" in that paragraph is deemed to be replaced with "Article 47, paragraph (1)".

Article 51(1)After being designated as referred to in Article 3, paragraph (1), an Book-Entry Transfer Institution must conclude a participants protection trust contract as the settlor without delay; provided, however, that this does not apply if another Book-Entry Transfer Institution has already concluded a participants protection trust contract when the aforementioned Book-Entry Transfer Institution is so designated.

(2)A Book-Entry Transfer Institution that is released from the requirement to conclude a participants protection trust contract pursuant to the proviso of the preceding paragraph is deemed to have concluded a participants protection trust contract as a settlor.

(3)Once a Book-Entry Transfer Institution concludes a participants protection trust contract pursuant to the main clause of paragraph (1) (including if it is deemed to have concluded a participants protection trust contract pursuant to the provisions of the preceding paragraph), it must provide for the particulars of the Participants Protection Trust in its operational rules.

Article 52A participants protection trust contract must not be concluded unless the trustee is a trust company or similar institution (meaning a trust company (but only one licensed as referred to in Article 3 or Article 53, paragraph (1) of the Trust Business Act (Act No. 154 of 2004)) or a financial institution engaged in trust business (meaning a financial institution licensed as referred to in Article 1, paragraph (1) of the Act on Engagement in Trust Business by Financial Institutions (Act No. 43 of 1943); the same applies hereinafter); the same applies hereinafter).

Article 53The beneficiaries of a Participants Protection Trust are Participants with compensable claims as prescribed in Article 60, paragraph (1).

Article 54A trust administrator and the beneficiaries' agent must be designated in a participants protection trust contract.

Article 55(1)A participants protection trust contract must provide for the establishment of a management committee.

(2)With the authorization of the competent minister, the trustee appoints and dismisses members of a management committee from among persons with the necessary business or academic experience to allow for the appropriate management of the Participants Protection Trust.

Article 56The following particulars must be prescribed in a participants protection trust contract:

Article 57A Book-Entry Transfer Institution must receive the advance authorization of the competent minister pursuant to the provisions of Ordinance of the Competent Ministry before concluding a participants protection trust contract.

Article 58If the current or former Immediately Superior Institution of a Participant is liable for damage that a Book-Entry Transfer Institution, etc. has done to the Participant by causing an entry or record to be omitted from the book-entry transfer account register or by causing an erroneous entry or record to be made therein, in violation of the following provisions (referred to as "erroneous entry or recording" in Article 60, paragraph (1)), and it is subject to an order commencing bankruptcy proceedings, order commencing rehabilitation, order commencing reorganization, order commencing special liquidation, or order recognizing foreign insolvency proceedings (hereinafter referred to as an "order commencing bankruptcy or similar proceedings" in this Article) (hereinafter such an institution is referred to as a "bankrupt current or former immediately superior institution" in this Section and Section 4), in addition to immediately notifying the trustee that it is subject to an order commencing bankruptcy or similar proceedings and of the particulars specified by Ordinance of the Competent Ministry, the bankrupt current or former immediately superior institution must immediately report this to the competent minister:

Article 59(1)Having been notified as referred to in the preceding Article, the trustee must hear the opinion of the management committee, establish the period and location for persons to file notification of compensable claims as prescribed in paragraph (1) of the following Article, provide for the particulars prescribed by Cabinet Order, and issue public notice thereof.

(2)The trustee may change the period for filing a notification that has been announced in the public notice issued pursuant to the provisions of the preceding paragraph, if, after public notice has been issued pursuant to the preceding paragraph, a public notice under the provisions of Article 197, paragraph (1) of the Bankruptcy Act (Act No. 75 of 2004) is issued (including as applied mutatis mutandis pursuant to Article 209, paragraph (3) of that Act), the relevant person is notified as under the provisions of Article 65-2, or any other circumstance specified by Cabinet Order arises with respect to the bankrupt current or former immediately superior institution.

(3)If a trustee changes the period for filing a notification pursuant to the provisions of the preceding paragraph, it must issue public notice of the particulars of the change without delay.

(4)Once a trustee establishes the things prescribed in paragraph (1) or if the trustee changes the period for filing a notification pursuant to paragraph (2), it must immediately report this to the competent minister.

Article 60(1)At the request of a Participant, the trustee issues a payment, pursuant to Ordinance of the Competent Ministry, in an amount equivalent to the claim for damage that the Participant has incurred due to the Book-Entry Transfer Institution, etc.'s erroneous entry or recording (hereinafter referred to as a "claim due to erroneous entry or recording") and which the participant holds against the bankrupt current or former immediately superior institution at the commencement of bankruptcy or other proceedings (referred to as a "compensable claim" in paragraph (6), the following Article and Article 61-2).

(2)A request as referred to in the preceding paragraph may only be made within the period for filing a notification announced in a public notice issued pursuant to the provisions of paragraph (1) or (3) of the preceding Article; provided, however, that this does not apply if the trustee finds a natural disaster or other compelling circumstance to have hindered a person from making a request within the period for filing a notification.

(3)Before finding a natural disaster or other compelling circumstance to have hindered a person pursuant to the preceding paragraph, the trustee must hear the opinion of the management committee.

(4)Notwithstanding paragraph (1), if the amount payable pursuant to that paragraph exceeds the amount specified by Cabinet Order, the trustee is to pay the amount specified by Cabinet Order.

(5)Notwithstanding paragraph (1) or the preceding paragraph, if the total of the amounts payable to all Participants pursuant to the provisions of paragraph (1) and the preceding paragraph exceeds the amount of trust property in the Participants Protection Trust, payment is to be issued in proportion to the part of the amount that is payable to each Participant pursuant to the provisions of paragraph (1) and the preceding paragraph.

(6)Once a trustee issues a payment pursuant to the provisions of paragraph (1) or the preceding two paragraphs, it acquires the compensable claim subject to the payment (or acquires a claim due to erroneous entry or recording against the principal obligor of the guarantee obligation, if the compensable claim subject to the payment is a claim that involves a guarantee obligation of the bankrupt current or former immediately superior institution) in proportion to the amount paid.

Article 61Before issuing a payment against a compensable claim pursuant to the provisions of paragraph (1), (4) or (5) of the preceding Article, the trustee must ask for payment instructions from the management committee. In such a case, the management committee must promptly verify the compensable claim and issue instructions.

Article 61-2(1)If a Participant is paid as referred to in Article 60, paragraph (1) based on a compensable claim, the Bond or Other Security underlying the paid compensable claim (but only the part of the compensable claim that the trustee has acquired based on that payment) is deemed to transfer from the Participant to the trustee that issues the payment, at the time the Participant is paid and for the amount of money paid thereto, and the provisions of the Income Tax Act (Act No. 33 of 1965) and other laws and regulations on income taxes apply.

(2)Cabinet Order prescribes the necessary particulars concerning the application of the special provisions of Article 4-2 and Article 4-3 of the Act on Special Measures on Taxation (Act No. 26 of 1957) when the provisions of the preceding paragraph apply.

Article 62(1)A Book-Entry Transfer Institution, etc. (other than one as set forth in Article 44, paragraph (1), item (xiii); the same applies in Article 64, paragraph (1)) must pay monies to a trustee to add to the trust property of a Participants Protection Trust (hereinafter referred to as a "dues" in this Section), pursuant to the provisions of Ordinance of the Competent Ministry.

(2)Monies that a Book-Entry Transfer Institution places in trust and which become part of the trust property of a Participants Protection Trust at the time it concludes a participants protection trust contract pursuant to the provisions of the main clause of Article 51, paragraph (1) are deemed to be dues.

Article 63(1)The amount of dues is calculated using the calculation method prescribed in the operational rules of the Book-Entry Transfer Institution in accordance with the standards prescribed by Ordinance of the Competent Ministry.

(2)The competent minister must exercise the appropriate supervision so that dues are imposed fairly and sufficient trust property is secured for the Participants Protection Trust.

Article 64(1)If a Book-Entry Transfer Institution, etc. fails to pay dues by the due date prescribed in its operational rules, it must pay a late payment charge to the trustee which becomes part of the trust property of the Participants Protection Trust.

(2)The late payment charge referred to in the preceding paragraph is calculated by multiplying the unpaid dues by an annual rate of 14.5%, based on the number of days in the period running from the day after the due date to the date of payment.

Article 65The provisions of Article 4, paragraph (2) and Articles 5 to 9 inclusive of the Act on Charitable Trusts (Act No. 62 of 1922) apply mutatis mutandis to a Participants Protection Trust.

Article 65-2If a bankruptcy trustee issues a notice under Article 197, paragraph (1) (including as applied mutatis mutandis pursuant to Article 209, paragraph (3)) or Article 204, paragraph (2) of the Bankruptcy Act or receives approval under Article 208, paragraph (1) of that Act in the course of the bankruptcy proceedings of a bankrupt current or former immediately superior institution, the bankruptcy trustee must notify the trustee of the Participants Protection Trust of this.

Article 66The ownership of rights (other than a claim for interest prescribed in Article 73) under a corporate bond as set forth below which is handled by a Book-Entry Transfer Institution (hereinafter referred to as a "book-entry transfer corporate bond" in this Chapter) is established by the entries or records in a book-entry transfer account register as under the provisions of this Chapter:

Article 67(1)Corporate bond certificates may not be issued for book-entry transfer corporate bonds.

(2)Notwithstanding the preceding paragraph, if a Book-Entry Transfer Institution that handles book-entry transfer corporate bonds has its Article 3, paragraph (1) designation rescinded pursuant to the provisions of Article 22, paragraph (1) or its designation ceases to be effective pursuant to the provisions of Article 41, paragraph (1) and there is no person to succeed to the Book-Entry Transfer Services thereof; or if a Book-Entry Transfer Institution that handles book-entry transfer corporate bonds ceases to handle those book-entry transfer corporate bonds; the holder of such a book-entry transfer corporate bond may ask the issuer to issue a corporate bond certificate.

(3)A corporate bond certificate as referred to in the preceding paragraph is to be in bearer form.

Article 68(1)A book-entry transfer account register is subdivided, with an account for each Participant.

(2)The account of an Account Management Institution in a book-entry transfer account register is subdivided as follows:

(3)Entries or records giving the following information are made for each account (other than customer accounts) in a book-entry transfer account register:

(4)Entries or records giving the following information are made for each customer account in a book-entry transfer account register:

(5)If a Book-Entry Transfer Institution opens an Institution-Held Account, it must create a subdivision for that account in the book-entry transfer account register and enter or record the following information:

(6)A book-entry transfer account register may be created as an electronic or magnetic record (limited to one as specified by Ordinance of the Competent Ministry).

Article 69(1)The issuer of book-entry transfer corporate bonds of a particular issue must notify the Book-Entry Transfer Institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information without delay after the date on which it issues those book-entry transfer corporate bonds:

(2)Upon being notified as referred to in the preceding paragraph, the Book-Entry Transfer Institution that has been so notified must immediately take the following measures for the book-entry transfer corporate bonds of the issue about which it has been notified:

(3)If an Account Management Institution is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), the provisions of the preceding paragraph apply mutatis mutandis to the Account Management Institution that has been so notified.

Article 69-2(1)If a company seeks to deliver book-entry transfer corporate bonds of a particular issue but is unable to find an account that has been opened for the holder or pledgee of those bonds in which book entries can be made for book-entry transfer corporate bonds, the company (or the person specified by Ordinance of the Competent Ministry as being equivalent to such a company, if it is delivering book-entry transfer corporate bonds at the time of a consolidation-type merger or in any other case specified by Ordinance of the Competent Ministry; hereinafter referred to as the "notifier" in this Article) must notify the person that Ordinance of the Competent Ministry prescribes as the one that will become the holder or pledgee of those book-entry transfer corporate bonds of the following information, by one month prior to the fixed date referred to in item (i):

(2)If the notifier referred to in the preceding paragraph is a person other than a company as referred to in that paragraph, the notifier must notify that company, on the fixed date referred to in item (i) of that paragraph, of the account referred to in item (ii) of that paragraph of which the bondholder or pledgee referred to in that item has notified it.

(3)If a bondholder or pledgee as referred to paragraph (1), item (i) does not notify the notifier of an account as referred to in item (ii) of that paragraph by the fixed date referred to in item (i) of that paragraph, the company must request the Book-Entry Transfer Institution, etc. referred to in item (iii) of that paragraph to open an account for the bondholder or pledgee in which book entries can be made for book-entry transfer corporate bonds (hereinafter referred to as a "special account"); provided, however, that this does not apply if there is a special account open that the company has requested be opened for the bondholder or pledgee.

(4)If a company is the issuer of corporate bonds that constitute book-entry transfer corporate bonds as referred to paragraph (1) but has not given the consent referred to in Article 13, paragraph (1) by the fixed date referred to in paragraph (1), item (i), it must promptly give the consent referred to in Article 13, paragraph (1) to the Book-Entry Transfer Institution with respect to those corporate bonds.

(5)In the case prescribed in paragraph (1), when the company notifies the relevant party as referred to in paragraph (1) of the preceding Article, it must use the account referred to in paragraph (1), item (ii) of which it is notified by the bondholder or pledgee referred to in paragraph (1), item (i) (or the special account that the company has requested be opened, if it has not been so notified) as the account referred to in paragraph (1), item (iii) of the preceding Article.

Article 70(1)On receiving an application for a book-entry transfer involving book-entry transfer corporate bonds of a particular issue, a Book-Entry Transfer Institution, etc., pursuant to the provisions of paragraphs (4) to (8) inclusive and as indicated in the application pursuant to the provisions of paragraph (3), must create an entry or record showing a reduction or increase in the book-entry transfer account register that it maintains, or must notify the relevant person.

(2)Unless otherwise prescribed in this Act, the application referred to in the preceding paragraph is something that the Participant in whose account (this excludes a customer account) the book-entry transfer will create an entry or record of a reduction is to file with its Immediately Superior Institution.

(3)A person filing an application as referred to in paragraph (1) must indicate the following information in that application:

(4)Upon receipt of an application as referred to in paragraph (1), the Book-Entry Transfer Institution, etc. receiving it must take the following measures without delay:

(5)Upon being notified as referred to in item (ii) of the preceding paragraph, the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(6)The provisions of the preceding paragraph apply mutatis mutandis to a Book-Entry Transfer Institution, etc. that is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

(7)Upon being notified as referred to in paragraph (4), item (iv) or paragraph (5), item (iv) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph), the Account Management Institution that has been so notified must immediately take the following measures:

(8)If an Account Management Institution is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), the provisions of the preceding paragraph apply mutatis mutandis to the Account Management Institution that has been so notified.

Article 70-2(1)A Participant may not apply for a book-entry transfer involving a book-entry transfer corporate bond that has been entered or recorded in a special account if the transferee account is other than that of the Participant or that of the issuer of the book-entry transfer corporate bond.

(2)If, after the notice referred to in Article 69, paragraph (1) or an application for a book-entry transfer involving book-entry transfer corporate bonds of a particular issue is made, a person that, before that notice or application, acquired shares in a company disappearing in a merger but that cannot be delivered the book-entry transfer corporate bonds that replace those shares at the time of the merger because no entry or record has been made for the person in the shareholder register, or any other person specified by Ordinance of the Competent Ministry (hereinafter referred to as the "acquirer or other such person" in this paragraph) files a joint request together with the Participant in whose special account the book-entry transfer corporate bonds have been entered or recorded, the issuer must take the following actions. The same applies if the acquirer or other such person files a request accompanied by an authenticated copy or certified copy of an enforceable judgment that orders the Participant to file such a request or accompanied by any other paper document specified by Ordinance of the Competent Ministry as being equivalent thereto, and the same also applies in cases prescribed by Ordinance of the Competent Ministry as those in which the interests of the Participant and other interested persons are unlikely to be prejudiced even if the issuer takes the following actions as requested by the acquirer or other such person:

(3)A Participant other than the issuer that has requested for a special account to be opened may not apply for a book-entry transfer with the special account as the transferee account.

Article 71(1)On receiving an application for the deletion of a book-entry transfer corporate bond of a particular issue, a Book-Entry Transfer Institution, etc., pursuant to the provisions of paragraphs (4) to (6) inclusive and as indicated in the application pursuant to the provisions of paragraph (3), must create an entry or record showing a reduction in the book-entry transfer account register that it maintains, or must notify the relevant person.

(2)The application referred to in the preceding paragraph is something that the Participant in whose account (this excludes a customer account) the reduction resulting from the deletion will be entered or recorded is to file with its Immediately Superior Institution.

(3)A Participant filing an application as referred to in paragraph (1) (hereinafter referred to as the "applicant" in this Article) must indicate the following information in that application:

(4)Upon receipt of an application as referred to in paragraph (1), the Book-Entry Transfer Institution, etc. receiving it must take the following measures without delay:

(5)Upon being notified as referred to in item (ii) of the preceding paragraph, the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(6)The provisions of the preceding paragraph apply mutatis mutandis to a Book-Entry Transfer Institution, etc. that is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

(7)Unless an issuer goes through a corporate bond manager or a trust company under a trust agreement as prescribed in Article 2, paragraph (1) of the Secured Bonds Trust Act (referred to as a "bond manager or similar person" in the following paragraph) to redeem book-entry transfer corporate bonds for a bondholder or pledgee, the issuer may demand that, in exchange for the issuer redeeming book-entry transfer corporate bonds, the bondholder or pledgee file an application with its Immediately Superior Institution to enter a deletion for the book-entry transfer corporate bonds of that issue which appear on its account, deleting the same amount from the account as the amount of the book-entry transfer corporate bonds that are being redeemed.

(8)The provisions of the preceding paragraph apply mutatis mutandis when a bond manager or similar person through which corporate bonds are redeemed for a bondholder or pledgee pays the amount so redeemed to the bondholder or pledgee.

Article 72If a Book-Entry Transfer Institution, etc. learns of a change having arisen with respect to information as set forth in one of the items of Article 68, paragraph (3), (4) or (5) in connection with the book-entry transfer account register that it maintains, it must immediately enter or record the change in the book-entry transfer account register.

Article 73A transfer of book-entry transfer corporate bonds (other than a claim for interest due free from seizure; the same applies in the following Article through Article 77) does not take effect unless the transferee has had an entry or record created in the holdings column of its account (or in the column where the information set forth in Article 68, paragraph (5), item (ii) is entered or recorded, for the Institution-Held Account), based on an application for book-entry transfer, showing an increase equal to the amount of book-entry transfer corporate bonds subject to the transfer.

Article 74A pledge of book-entry transfer corporate bonds does not take effect unless the pledgee has had an entry or record created in the pledge column of its account, based on an application for book-entry transfer, showing an increase equal to the amount of the book-entry transfer corporate bonds subject to the pledge.

Article 75(1)Unless an entry or record has been created for a book-entry transfer corporate bond in a book-entry transfer account register pursuant to the provisions of Article 68, paragraph (3), item (v), indicating that the bond is trust property, it is not permissible to assert against a third party that the bond is trust property.

(2)An entry or record in a book-entry transfer account register as prescribed in the preceding paragraph is created pursuant to the provisions of Cabinet Order.

Article 76A Participant is presumed to be the lawful holder of the rights under a book-entry transfer corporate bond that has been entered or recorded in the account thereof (but only in its own account, if the Participant is an Account Management Institution).

Article 77A Participant (or a Book-Entry Transfer Institution with an Institution-Held Account) that has had an entry or record created in its account (but only in its own account, if it is an Account Management Institution), based on an application for book-entry transfer, showing an increase in book-entry transfer corporate bonds of a particular issue acquires the rights associated with the entry or record showing the increase in the book-entry transfer corporate bonds of that issue; provided, however that this does not apply if the Participant has acted in bad faith or with gross negligence.

Article 78(1)If the total amount of book-entry transfer corporate bonds of a particular issue that all bondholders hold based on acquisitions of book-entry transfer corporate bonds under the preceding Article comes to exceed the total issued amount (other than any amount that has been redeemed) of book-entry transfer corporate bonds of that issue, and the aggregate amount referred to in item (i) exceeds the total issued amount referred to in item (ii), the Book-Entry Transfer Institution has a duty to acquire book-entry transfer corporate bonds in that issue until its holdings reach the amount of the overage (meaning the aggregate amount referred to in item (i), less the total issued amount referred to in item (ii)):

(2)If there is any amount as prescribed in item (i) of the preceding paragraph for which an entry or record showing an increase or reduction has been created in an account as prescribed in that item, but the rights associated with that entry or record have not arisen, been transferred, or been extinguished, and it is proven that nobody has acquired book-entry transfer corporate bonds pursuant to the provisions of the preceding Article in the amount for which the entry or record has been created, that amount is treated as if the entry or record had not been created.

(3)Once a Book-Entry Transfer Institution acquires book-entry transfer corporate bonds pursuant to the provisions of paragraph (1), it has a duty to immediately manifest its intention to the issuer to be bound by its release of the issuer from all obligations related to those book-entry transfer corporate bonds.

(4)The rights under the book-entry transfer corporate bonds prescribed in the preceding paragraph are extinguished once an intention to be bound by a release is manifested pursuant to that paragraph.

(5)Once a Book-Entry Transfer Institution manifests its intention to be bound by a release pursuant to the provisions of paragraph (3) with respect to book-entry transfer corporate bonds, it must immediately enter deletions for those book-entry transfer corporate bonds in the book-entry transfer account register.

Article 79(1)In a case as prescribed in paragraph (1) of the preceding Article, if there is an Account Management Institution in connection with which the total amount referred to in item (i) comes to exceed the amount referred to in item (ii), the Account Management Institution has a duty to manifest its intention to the issuer to be bound by its release of the issuer from all obligations related to book-entry transfer corporate bonds of that issue in an amount equal to the overage (meaning the total amount referred to in item (i), less the amount referred to in item (ii)):

(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to:

(3)In a case as referred to in paragraph (1), if the Account Management Institution does not hold book-entry transfer corporate bonds of the issue prescribed in that paragraph in an amount equal to the overage prescribed in that paragraph, it has a duty to acquire book-entry transfer corporate bonds in that issue until its holdings reach the amount of the overage, before manifesting its intention to be bound by a release under the provisions of that paragraph.

(4)Once an Account Management Institution manifests its intention to be bound by a release pursuant to the provisions of paragraph (1), it must immediately notify its Immediately Superior Institution:

(5)Upon being notified as referred to in the preceding paragraph, the Immediately Superior Institution referred to in that paragraph must immediately create the following entries or records regarding book-entry transfer corporate bonds as set forth in item (ii) of that paragraph in the book-entry transfer account register that it maintains:

Article 80(1)In a case as prescribed in Article 78, paragraph (1), until the Book-Entry Transfer Institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, the issuer does not have a duty to redeem the principal or pay interest on the part of the book-entry transfer corporate bonds of the relevant issue that any of the bondholders holds which corresponds to the amount arrived at when the percentage of the total amount referred to in item (ii) that the amount referred to in item (i) accounts for is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount of the overage less any amount representing partial performance of the obligation referred to in paragraph (3) of that Article) (hereinafter referred to as the "maximum amount ascribable to the book-entry transfer institution" in this Article and Article 85):

(2)In the case prescribed in Article 78, paragraph (1), the Book-Entry Transfer Institution prescribed in that paragraph assumes the following duties toward each bondholder:

Article 81(1)In a case as prescribed in Article 79, paragraph (1), until the Account Management Institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, the issuer does not have a duty to redeem the principal or pay interest on the part of the book-entry transfer corporate bonds of the relevant issue that a holder (but only the holder of a book-entry transfer corporate bond that has been entered or recorded in an account opened by that Account Management Institution or by its Subordinate Institution) holds which corresponds to the amount arrived at when the percentage of the total amount referred to in item (ii) that the amount referred to in item (i) accounts for is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount of the overage less any amount representing partial performance of the obligation referred to in that paragraph) (hereinafter referred to as the "maximum amount ascribable to the account management institution" in this Article and Article 85):

(2)In the case prescribed in Article 79, paragraph (1), the Account Management Institution prescribed in that paragraph assumes the following duties toward a bondholder as prescribed in the preceding paragraph:

Article 82(1)Even if an issuer is acting in good faith, its redemption of principal or payment of interest in an amount that the provisions of Article 80, paragraph (1) or paragraph (1) of the preceding Article establish the issuer as not having a duty to redeem or pay does not have the effect of extinguishing the issuer's obligations in respect of other book-entry transfer corporate bonds of that issue.

(2)In a case as referred to in the preceding paragraph, a bondholder does not have a duty to return to the issuer the amount of the principal redeemed or interest paid as prescribed in that paragraph.

(3)If an issuer redeems principal or pays interest as prescribed in paragraph (1), it acquires the rights of a bondholder under the provisions of Article 80, paragraph (2), item (i) or paragraph (2), item (i) of the preceding Article toward the Book-Entry Transfer Institution, etc., to the extent of the amount prescribed in the preceding paragraph.

Article 83(1)A share option may not be embedded in a short-term corporate bond.

(2)A corporate bond register need not be created for short-term corporate bonds.

(3)The provisions of Part IV, Chapter III of the Companies Act do not apply to a short-term corporate bond.

Article 84(1)The issuer of book-entry transfer corporate bonds must indicate that the provisions of this Act apply to those book-entry transfer corporate bonds in the notice under Article 677, paragraph (1) of the Companies Act that it gives about them; provided, however, that this does not apply to short-term corporate bonds.

(2)A corporate bond register that is for book-entry transfer corporate bonds must include an entry or record indicating that this Act applies to those book-entry transfer corporate bonds.

(3)A person offering to subscribe for book-entry transfer corporate bonds must mention, in a paper-based document as referred to in Article 677, paragraph (2) of the Companies Act, the account opened for it in which book entries can be made for the book-entry transfer corporate bonds, or must indicate this account to the issuer of those book-entry transfer corporate bonds when concluding the agreement referred to in Article 679 of that Act.

(4)A person seeking to be delivered book-entry transfer corporate bonds pursuant to a request under the main clause of Article 166, paragraph (1) of the Companies Act must indicate to the company delivering those book-entry transfer corporate bonds the account (but not a special account) that has been opened for it in which book entries can be made for those book-entry transfer corporate bonds.

Article 85(1)Notwithstanding Article 723, paragraph (1) of the Companies Act, in a case as referred to in Article 80, paragraph (1) or Article 81, paragraph (1), each bondholder holds voting rights exercisable at a bondholders meeting in proportion to the amount of corporate bonds held thereby (other than the sum total of the maximum amount ascribable to the book-entry transfer institution and maximum amount ascribable to the account management institution).

(2)In applying the provisions of Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act and Article 49, paragraph (1) of the Secured Bonds Trust Act, a bondholder as referred to in Article 80, paragraph (1) or Article 81, paragraph (1) is deemed not to hold the corporate bonds that correspond to the maximum amount ascribable to the book-entry transfer institution and the maximum amount ascribable to the account management institution.

Article 86(1)In order to demand that the relevant person call a bondholders meeting pursuant to the provisions of Article 718, paragraph (1) of the Companies Act; in order to call a bondholders meeting pursuant to the provisions of paragraph (3) of that Article; in order to vote at a bondholders meeting; or in order to inspect the conditions under which collateral under the provisions of Article 49, paragraph (1) of the Secured Bonds Trust Act is stored, the holder of book-entry transfer corporate bonds, after having been issued a paper-based document pursuant to the provisions of the main clause of paragraph (3), must present that document to the person that each of the following items prescribes for the category of case set forth in the item:

(2)In order for the holder of book-entry transfer corporate bonds to vote at a bondholders meeting, the bondholder must present the paper-based document as under the preceding paragraph no later than one week prior to the date of the bondholders meeting and on the day of the meeting.

(3)A holder of book-entry transfer corporate bonds may demand that its Immediately Superior Institution issue a paper-based document certifying the information set forth in the items of Article 68, paragraph (3) with regard to the book-entry transfer corporate bonds entered or recorded under its own account in the book-entry transfer account register maintained by its Immediately Superior Institution; provided, however, that this does not apply to a person that has already been issued a document under this paragraph with regard to those book-entry transfer corporate bonds and that has not returned that document to its Immediately Superior Institution.

(4)A bondholder that has been issued a paper-based document pursuant to the main clause of the preceding paragraph may not apply for a book-entry transfer or deletion with respect to the book-entry transfer corporate bonds certified by the document until the bondholder returns that document to the Immediately Superior Institution referred to in that paragraph.

Article 86-2(1)If a company surviving an absorption-type merger (meaning a company surviving an absorption-type merger as prescribed in Article 749, paragraph (1) of the Companies Act; the same applies hereinafter) or the wholly owning parent company resulting from a share exchange as prescribed in Article 767 of that Act (hereinafter collectively referred to as the "surviving or wholly owning company" in this Chapter and Chapters VII to IX, inclusive); or a company incorporated in a consolidation-type merger (meaning a company incorporated in a consolidation-type merger as prescribed in Article 753, paragraph (1) of that Act) or the wholly owning parent company incorporated in a share transfer as prescribed in Article 773, paragraph (1), item (i) of that Act (hereinafter collectively referred to as the "incorporated or wholly owning company" in this Chapter and Chapters VII to IX inclusive) seeks to deliver book-entry transfer corporate bonds at the time of the absorption-type merger or share exchange (hereinafter collectively referred to as an "absorption-type merger or share exchange" in this Chapter and Chapters VII to IX inclusive) or at the time of the consolidation-type merger or share transfer (hereinafter collectively referred to as a "consolidation-type merger or share transfer" in this Chapter and Chapters VII to IX inclusive), it must notify the relevant person as referred to in Article 69-2, paragraph (1), item (i), using the effective date of the absorption-type merger or share exchange or the date of incorporation of the incorporated or wholly owning company (hereinafter collectively referred to as the "effective date or date of incorporation" in this Chapter and Chapters VII to IX inclusive) as the fixed date referred to in that item.

(2)If a surviving or wholly owning company seeks to transfer book-entry transfer corporate bonds at the time of the absorption-type merger or share exchange, it must apply for book entries to be made for those book-entry transfer corporate bonds without delay after the effective date or date of incorporation.

(3)If membership companies merge and the company surviving an absorption-type merger or the company incorporated in a consolidation-type merger seeks to deliver book-entry transfer corporate bonds at the time of the merger, it must specify, in the merger agreement, the accounts (but not special accounts) that have been opened for the members of the membership company in which book entries can be made for those book-entry transfer corporate bonds.

(4)If the company succeeding in an absorption-type company split (meaning the company succeeding in an absorption-type company split as prescribed in Article 757 of the Companies Act; the same applies hereinafter) or the company incorporated in an incorporation-type company split (meaning the company incorporated in an incorporation-type company split as prescribed in Article 763 of that Act; the same applies hereinafter) seeks to deliver book-entry transfer corporate bonds at the time of the company split, it must specify, in the absorption-type company split agreement or incorporation-type company split plan, for the account (but not a special account) that has been opened for the splitting company in which book entries can be made for those book-entry transfer corporate bonds.

Article 86-3The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) to (3) inclusive, Article 688, paragraph (1), Article 690, paragraph (1), Article 691, paragraphs (1) and (2), Article 693, paragraph (1), Article 694, paragraph (1) and Article 695-2, paragraphs (1) to (3) inclusive do not apply to book-entry transfer corporate bonds.

Article 87(1)Upon being notified as referred to in Article 69, paragraph (1), the Book-Entry Transfer Institution that has been so notified must immediately take measures, using the means prescribed by Cabinet Order, that will enable the Participants to learn the information set forth in item (vii) of that paragraph concerning book-entry transfer corporate bonds of the issue to which the notice pertains.

(2)The expenses incurred in connection with the measures referred to in the preceding paragraph are borne by the issuer of the book-entry transfer corporate bonds referred to in that paragraph.

Article 88The ownership of rights (other than a claim for interest prescribed in Article 98) under a Japanese government bond which is designated by the Minister of Finance as being subject to the provisions of this Act and which is handled by a Book-Entry Transfer Institution (hereinafter referred to as a "Book-Entry Transfer JGB") is established by the entries or records in a book-entry transfer account register as under the provisions of this Chapter.

Article 89(1)Japanese government bond certificates may not be issued for Book-Entry Transfer JGBs.

(2)Notwithstanding the preceding paragraph, if a Book-Entry Transfer Institution that handles Book-Entry Transfer JGBs has its Article 3, paragraph (1) designation rescinded pursuant to the provisions of Article 22, paragraph (1) or its designation ceases to be effective pursuant to the provisions of Article 41, paragraph (1), and there is no person to succeed to the Book-Entry Transfer Services thereof; or if a Book-Entry Transfer Institution that handles Book-Entry Transfer JGBs ceases to handle those Book-Entry Transfer JGBs, the holder of such a Book-Entry Transfer JGB may ask the national government to issue a Japanese government bond certificate.

Article 90(1)The phrase "strippable book-entry transfer JGB" as used in this Chapter means a Book-Entry Transfer JGB designated by the Minister of Finance as one that a person may apply to separate into a principal portion and an interest portion (hereinafter referred to as "Bond Stripping") pursuant to the provisions of Article 93, paragraph (1).

(2)The phrase "principal-only book-entry transfer JGB" as used in this Chapter means a Book-Entry Transfer JGB that was the principal portion of a strippable book-entry transfer JGB that has been Stripped pursuant to the provisions of Article 93.

(3)The phrase "interest-only book-entry transfer JGB" as used in this Chapter means a Book-Entry Transfer JGB that was the interest portion of a strippable book-entry transfer JGB that has been Stripped pursuant to the provisions of Article 93.

Article 91(1)A book-entry transfer account register is subdivided by account for each Participant.

(2)The account of an Account Management Institution in a book-entry transfer account register is subdivided as follows:

(3)Entries or records giving the following information are made for each account (other than customer accounts) in a book-entry transfer account register:

(4)Entries or records giving the following information are made for each customer account in a book-entry transfer account register:

(5)If a Book-Entry Transfer Institution opens an Institution-Held Account, it must create a subdivision for that account in the book-entry transfer account register and enter or record the following information:

(6)A book-entry transfer account register may be created as an electronic or magnetic record (limited to one as specified by Ordinance of the Competent Ministry).

Article 92(1)On issuing Book-Entry Transfer JGBs of a particular issue, the national government must notify the Book-Entry Transfer Institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information:

(2)Upon being notified as referred to in the preceding paragraph, the Book-Entry Transfer Institution that has been so notified must immediately take the following measures for the Book-Entry Transfer JGBs of the issue about which it has been notified:

(3)If an Account Management Institution is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), the provisions of the preceding paragraph apply mutatis mutandis to the Account Management Institution that has been so notified.

Article 93(1)On receiving an application to Strip a strippable book-entry transfer JGB of a particular issue, a Book-Entry Transfer Institution, etc., pursuant to the provisions of paragraphs (5) to (7) inclusive and as indicated in the application pursuant to the provisions of paragraph (4), must enter or record the reduction and increase in the book-entry transfer account register that it maintains, or must notify the relevant person.

(2)The application referred to in the preceding paragraph is something that the Participant in the holding column of whose account (this excludes a customer account) the strippable book-entry transfer JGB (other than one that has been seized) has been entered or recorded is to file with its Immediately Superior Institution.

(3)The application referred to paragraph (1) may be made only by a person satisfying the requirements specified by the Minister of Finance.

(4)A Participant filing an application as referred to in paragraph (1) (hereinafter referred to as an "applicant" in this Article) must indicate in that application the issue and the amount of strippable book-entry transfer JGBs for which an entry or record showing a reduction will need to be created.

(5)Upon receipt of an application as referred to in paragraph (1), the Book-Entry Transfer Institution, etc. receiving it must take the following measures without delay:

(6)Upon being notified as referred to in item (ii) of the preceding paragraph, the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(7)The provisions of the preceding paragraph apply mutatis mutandis to a Book-Entry Transfer Institution, etc. that is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

Article 94(1)On receiving an application to reconstitute a principal-only book-entry transfer JGB and interest-only book-entry transfer JGBs of a particular issue, a Book-Entry Transfer Institution, etc., pursuant to the provisions of paragraphs (5) to (7) inclusive and as indicated in the application pursuant to the provisions of paragraph (4), must enter or record the reduction and increase in the book-entry transfer account register that it maintains, or must notify the relevant person.

(2)The application referred to in the preceding paragraph is something that the Participant in the holdings column of whose account (this excludes a customer account) the principal-only book-entry transfer JGB and interest-only book-entry transfer JGBs (other than one that has been seized) have been entered or recorded is to file with its Immediately Superior Institution.

(3)The application referred to in paragraph (1) may be made only by a person satisfying the requirements prescribed in paragraph (3) of the preceding Article.

(4)A Participant filing an application as referred to in paragraph (1) (hereinafter referred to as an "applicant" in this Article) must indicate in that application the issue and the amounts of the principal-only book-entry transfer JGB and each of the interest-only book-entry transfer JGBs for which an entry or record showing a reduction will need to be created. In such a case, the interest payment dates and the amounts of each of the interest-only book-entry transfer JGBs to which the application pertains must be the same as the interest payment dates and amounts of each of the interest portions of the strippable book-entry transfer JGB with the same name and code, and of the same amount, as the principal-only book-entry transfer JGB to which the application pertains.

(5)Upon receipt of an application as referred to in paragraph (1), the Book-Entry Transfer Institution, etc. receiving it must take the following measures without delay:

(6)Upon being notified as referred to in item (ii) of the preceding paragraph, the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(7)The provisions of the preceding paragraph apply mutatis mutandis to a Book-Entry Transfer Institution, etc. that is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

Article 95(1)On receiving an application for a book-entry transfer involving Book-Entry Transfer JGBs of a particular issue, a Book-Entry Transfer Institution, etc., pursuant to the provisions of paragraphs (4) to (8) inclusive and as indicated in the application pursuant to the provisions of paragraph (3), must create an entry or record showing a reduction or increase in the book-entry transfer account register that it maintains, or must notify the relevant person.

(2)The application referred to in the preceding paragraph is something that the Participant in whose account (this excludes a customer account) the book-entry transfer will create an entry or record of a reduction is to file with its Immediately Superior Institution.

(3)A Participant filing an application as referred to in paragraph (1) (hereinafter referred to as the "applicant" in this Article) must indicate the following information in that application:

(4)Upon receipt of an application as referred to in paragraph (1), the Book-Entry Transfer Institution, etc. receiving it must take the following measures without delay:

(5)Upon being notified as referred to in item (ii) of the preceding paragraph, the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(6)The provisions of the preceding paragraph apply mutatis mutandis to a Book-Entry Transfer Institution, etc. that is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

(7)Upon being notified as referred to in paragraph (4), item (iv) or paragraph (5), item (iv) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph), the Account Management Institution that has been so notified must immediately take the following measures:

(8)If an Account Management Institution is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), the provisions of the preceding paragraph apply mutatis mutandis to the Account Management Institution that has been so notified.

Article 96(1)On receiving an application for the deletion of a Book-Entry Transfer JGB of a particular issue, a Book-Entry Transfer Institution, etc., pursuant to the provisions of paragraphs (4) to (6) inclusive and as indicated in the application pursuant to the provisions of paragraph (3), must create an entry or record showing a reduction in the book-entry transfer account register that it maintains, or must notify the relevant person.

(2)The application referred to in the preceding paragraph is something that the Participant in whose account (this excludes a customer account) the reduction resulting from the deletion will be entered or recorded is to file with its Immediately Superior Institution.

(3)A Participant filing an application as referred to in paragraph (1) (hereinafter referred to as the "applicant" in this Article) must indicate the following information in that application:

(4)Upon receipt of an application as referred to in paragraph (1), the Book-Entry Transfer Institution, etc. receiving it must take the following measures without delay:

(5)Upon being notified as referred to in item (ii) of the preceding paragraph, the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(6)The provisions of the preceding paragraph apply mutatis mutandis to a Book-Entry Transfer Institution, etc. that is notified as referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

(7)The national government may demand that, in exchange for the government redeeming Book-Entry Transfer JGBs (or paying interest, if the bonds are interest-only book-entry transfer JGBs), the bondholder or pledgee thereof file an application with its Immediately Superior Institution to enter a deletion for the Book-Entry Transfer JGBs of that issue which appear on its account, deleting the same amount from the account as the amount of the Book-Entry Transfer JGBs that are being redeemed.

Article 97If a Book-Entry Transfer Institution, etc. learns of a change having arisen with respect to information as set forth in one of the items of Article 91, paragraph (3), (4) or (5) in connection with the book-entry transfer account register that it maintains, it must immediately enter or record the change in the book-entry transfer account register.

Article 98A transfer of Book-Entry Transfer JGBs (other than a claim for interest due free from seizure (other than an interest-only book-entry transfer JGB); the same applies in the following Article through Article 102) does not take effect unless the transferee has had an entry or record created in the holdings column of its account (or in the column where the information set forth in Article 91, paragraph (5), item (ii) is entered or recorded, for the Institution-Held Account), based on an application for book-entry transfer, showing an increase equal to the amount of the Book-Entry Transfer JGBs subject to the transfer.

Article 99A pledge of Book-Entry Transfer JGBs does not take effect unless the pledgee has an entry or record created in the pledge column of its account, based on an application for book-entry transfer, showing an increase equal to the amount of the Book-Entry Transfer JGBs subject to the pledge.

Article 100(1)Unless an entry or record has been created for a Book-Entry Transfer JGB in a book-entry transfer account register pursuant to the provisions of Article 91, paragraph (3), item (v), indicating that the JGB is trust property, it is not permissible to assert against a third party that the JGB is trust property.

(2)An entry or record in a book-entry transfer account register as prescribed in the preceding paragraph is created pursuant to the provisions of Cabinet Order.

Article 101A Participant is presumed to be the lawful holder of the rights under a Book-Entry Transfer JGB that has been entered or recorded in the account thereof (but only in its own account, if the Participant is an Account Management Institution).

Article 102A Participant (or a Book-Entry Transfer Institution with an Institution-Held Account) that has had an entry or record created in its account (but only in its own account, if it is an Account Management Institution), based on an application for book-entry transfer, showing an increase in Book-Entry Transfer JGBs of a particular issue acquires the rights associated with the entry or record showing the increase in the Book-Entry Transfer JGBs of that issue; provided, however that this does not apply if the Participant has acted in bad faith or with gross negligence.

Article 103(1)If the total amount of the Book-Entry Transfer JGBs of a particular issue that all bondholders hold based on acquisitions of Book-Entry Transfer JGBs under the preceding Article (other than strippable book-entry transfer JGBs, principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs; hereinafter the same applies to Article 106 inclusive) comes to exceed the total issued amount of Book-Entry Transfer JGBs of that issue, and the aggregate amount referred to in item (i) exceeds the total issued amount which is referred to in item (ii), the Book-Entry Transfer Institution has a duty to acquire Book-Entry Transfer JGBs in that issue until its holdings reach the amount of the overage (meaning the aggregate amount referred to in item (i), less the total issued amount which is referred to in item (ii)):

(2)If there is any amount as prescribed in item (i) of the preceding paragraph for which an entry or record showing an increase or reduction has been created in an account as prescribed in that item, but the rights associated with that entry or record have not arisen, been transferred, or been extinguished, and it is proven that nobody has acquired Book-Entry Transfer JGBs pursuant to the provisions of the preceding Article in the amount for which the entry or record has been created, that amount is treated as if the entry or record had not been created.

(3)Once a Book-Entry Transfer Institution acquires Book-Entry Transfer JGBs pursuant to the provisions of paragraph (1), it has a duty to immediately manifest its intention to the national government to be bound by its release of the government from all obligations related to those Book-Entry Transfer JGBs.

(4)The rights under the Book-Entry Transfer JGBs prescribed in the preceding paragraph are extinguished once an intention to be bound by a release is manifested pursuant to that paragraph.

(5)Once a Book-Entry Transfer Institution manifests its intention to be bound by a release pursuant to the provisions of paragraph (3) with respect to Book-Entry Transfer JGBs, it must immediately enter deletions for those Book-Entry Transfer JGBs in the book-entry transfer account register.

Article 104(1)In a case as prescribed in paragraph (1) of the preceding Article, if there is an Account Management Institution in connection with which the total amount referred to in item (i) comes to exceed the amount referred to in item (ii), the Account Management Institution has a duty to manifest its intention to the national government to be bound by its release of the government from all obligations related to Book-Entry Transfer JGBs of that issue in an amount equal to the overage (meaning the total amount referred to in item (i), less the amount referred to in item (ii)):

(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to:

(3)In a case as referred to in paragraph (1), if the Account Management Institution does not hold Book-Entry Transfer JGBs of the issue prescribed in that paragraph in an amount equal to the overage prescribed in that paragraph, it has a duty to acquire Book-Entry Transfer JGBs in that issue until its holdings reach the amount of the overage, before manifesting its intention to be bound by a release under the provisions of that paragraph..

(4)Once an Account Management Institution manifests its intention to be bound by a release pursuant to the provisions of paragraph (1), it must immediately notify its Immediately Superior Institution:

(5)Upon being notified as referred to in the preceding paragraph, the Immediately Superior Institution referred to in that paragraph must immediately create the following entries or records regarding Book-Entry Transfer JGBs as referred to in item (ii) of that paragraph, in the book-entry transfer account register that it maintains:

Article 105(1)In a case as prescribed in Article 103, paragraph (1), until the Book-Entry Transfer Institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, the national government does not have a duty to redeem the principal or pay interest on the part of the Book-Entry Transfer JGBs of the relevant issue that any of the bondholders holds which corresponds to the amount arrived at when the percentage of the total amount referred to in item (ii) that the amount referred to in item (i) accounts for is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount of the overage less any amount representing partial performance of the obligation referred to in paragraph (3) of that Article) prescribed in paragraph (1) of that Article (hereinafter referred to as the "maximum amount ascribable to the book-entry transfer institution" in this Article):

(2)In the case prescribed in Article 103, paragraph (1), the Book-Entry Transfer Institution prescribed in that paragraph assumes the following duties toward each bondholder:

Article 106(1)In a case as prescribed in Article 104, paragraph (1), until the Account Management Institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, the national government does not have a duty to redeem the principal or pay interest on the part of the Book-Entry Transfer JGBs of the relevant issue that a holder (but only the holder of a book-entry transfer JGB that has been entered or recorded in an account opened by that Account Management Institution or by its Subordinate Institution) holds which corresponds to the amount arrived at when the percentage of the total amount referred to in item (ii) that the amount referred to in item (i) accounts for is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount of the overage less any amount representing partial performance of the obligation referred to in that paragraph) prescribed in that paragraph (hereinafter referred to as the "maximum amount ascribable to the account management institution" in this Article):

(2)In the case prescribed in Article 104, paragraph (1), the Account Management Institution prescribed in that paragraph assumes the following duties toward a bondholder as prescribed in the preceding paragraph:

Article 107(1)If, as a result of the acquisition of strippable book-entry transfer JGBs, principal-only book-entry transfer JGBs, or interest-only book-entry transfer JGBs under the provisions of Article 102 (hereinafter referred to as "strippable and stripped book-entry transfer JGBs" up to Article 110 inclusive), the total amount, per issue, of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs that all of the holders of strippable and stripped book-entry transfer JGBs would be calculated as holding if all of the strippable book-entry transfer JGBs that are held by the holders of strippable and stripped book-entry transfer JGBs were deemed to have been Stripped pursuant to the provisions of Article 93 comes to exceed the total amount, per issue, of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs that is calculated when all of the strippable book-entry transfer JGBs issued are deemed to have been Stripped pursuant to the provisions of that Article for the total amount of the issuance (other than any amount that has been redeemed), and there are principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in that issue of a total amount referred to in item (i) that would exceed the total amount referred to in item (ii), the Book-Entry Transfer Institution has a duty to acquire principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in that issue until its holdings reach the amount of the overage (meaning the total amount referred to in item (i), less the total amount referred to in item (ii)):

(2)If there is any amount as prescribed in item (i) of the preceding paragraph for which an entry or record showing an increase or reduction has been created in an account as prescribed in that item, but for which the associated with that entry or record have not arisen, been transferred, or extinguished, and it is proven that nobody has acquired strippable or stripped book-entry transfer JGBs pursuant to the provisions of the preceding Article in the amount for which the entry or record has been created, that amount is treated as if the entry or record had not been created.

(3)In applying the provisions of paragraph (1), strippable and stripped book-entry transfer JGBs that have been acquired pursuant to the provisions of Article 102 and that are handled by Book-Entry Transfer Institution that have obtained consent as referred to in Article 13, paragraph (1) are to be calculated for each Book-Entry Transfer Institution handling them.

(4)Once a Book-Entry Transfer Institution acquires principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs pursuant to the provisions of paragraph (1), it has a duty to immediately manifest its intention to the national government to be bound by its release of the government from all obligations related to those principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs.

(5)The rights under the principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs prescribed in the preceding paragraph are extinguished once an intention to be bound by a release is manifested pursuant to that paragraph.

(6)Once a Book-Entry Transfer Institution manifests its intention to be bound by a release pursuant to the provisions of paragraph (4) with respect to principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs, it must immediately enter deletions for those principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in the book-entry transfer account register.

Article 108(1)In a case as prescribed in paragraph (1) of the preceding Article, if there is an Account Management Institution with principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in an issue for which the total amount referred to in item (i) that comes to exceed the total amount referred to in item (ii), the Account Management Institution has a duty to manifest its intention to the national government to be bound by its release of the government from all obligations related to principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs of that issue in an amount equal to the overage (meaning the total amount referred to in item (ii), less the total amount referred to in item (i)):

(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to:

(3)In a case as referred to in paragraph (1), if the Account Management Institution does not hold principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs of the issue prescribed in that paragraph in an amount equal to the overage prescribed in that paragraph, it has a duty to acquire principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in that issue until its holdings reach the amount of the overage, before manifesting its intention to be bound by a release under the provisions of that paragraph..

(4)Once an Account Management Institution manifests its intention to be bound by a release pursuant to the provisions of paragraph (1), it must immediately notify its Immediately Superior Institution:

(5)Upon being notified as referred to in the preceding paragraph, the Immediately Superior Institution referred to in that paragraph must immediately create the following entries or records regarding principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs of the issue set forth in item (ii) of that paragraph, in the book-entry transfer account register that it maintains:

Article 109(1)If a Book-Entry Transfer Institution as prescribed in Article 107, paragraph (1) has the obligations referred to in that paragraph and paragraph (4) of that Article as regards principal-only book-entry transfer JGBs in a case as prescribed in paragraph (1) of that Article, the national government does not have a duty to redeem the principal on the part of the principal-only book-entry transfer JGBs of the relevant issue and strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue that any of the bondholders holds which corresponds to the amount arrived at when the percentage of the total amount referred to in item (ii) that the amount referred to in item (i) accounts for is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount of the overage less any amount representing partial performance of the obligation referred to in paragraph (4) of that Article) (hereinafter referred to as the "maximum amount of principal ascribable to the book-entry transfer institution" in this Article) until the Book-Entry Transfer Institution fully performs those obligations:

(2)If a Book-Entry Transfer Institution prescribed in Article 107, paragraph (1) has the obligations referred to in that paragraph and paragraph (4) of that Article as regards interest-only book-entry transfer JGBs in a case as prescribed in paragraph (1) of that Article, the national government does not have a duty to pay the part of the interest on the interest-only book-entry transfer JGBs of the relevant issue that any of the bondholders holds (but only those handled by the Book-Entry Transfer Institution, the same applies in this and the following Article), nor on all strippable book-entry transfer JGBs (but only those handled by the Book-Entry Transfer Institution, the same applies in this and the following Article) with the same interest payment date as the interest-only book-entry transfer JGBs of that issue that any of the bondholders holds, which corresponds to the amount arrived at when the percentage of the total amount referred to in item (ii) that the total amount referred to in item (i) accounts for is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount of the overage less any amount representing partial performance of the obligation referred to in paragraph (4) of that Article) (hereinafter referred to as the "maximum amount of interest ascribable to the book-entry transfer institution" in this Article), until the Book-Entry Transfer Institution fully performs the obligations referred to in that paragraph and paragraph (4) of that Article:

(3)In the case prescribed in Article 107, paragraph (1), the Book-Entry Transfer Institution prescribed in that paragraph assumes the following duties toward each bondholder:

Article 110(1)If an Account Management Institution as prescribed in Article 108, paragraph (1) has the obligations referred to in that paragraph and paragraph (3) of that Article as regards principal-only book-entry transfer JGBs in a case as prescribed in paragraph (1) of that Article, the national government does not have a duty to redeem the principal on the part of the principal-only book-entry transfer JGBs of the relevant issue that a holder holds (but only by the holder of a book-entry transfer JGB entered or recorded in the account opened by the Account Management Institution or by its Subordinate Institution), nor on the part of the strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue that the holder holds, which corresponds to the amount arrived at when the percentage of the total amount referred to in item (ii) that the amount referred to in item (i) accounts for is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount of the overage less any amount representing partial performance of the obligation referred to in that paragraph) (hereinafter referred to as the "maximum amount of principal ascribable to the account management institution" in this Article), until the Account Management Institution fully performs those obligations:

(2)If an Account Management Institution prescribed in Article 108, paragraph (1) has a duty as referred to in that paragraph and paragraph (3) of that Article as regards interest-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not have a duty to pay the part of the interest on the interest-only book-entry transfer JGBs of that issue that a holder holds (but only by the holder of a book-entry transfer JGB entered or recorded in the account opened by the Account Management Institution or by its Subordinate Institution), nor the part of the interest on all strippable book-entry transfer JGBs with the same interest payment date as the interest-only book-entry transfer JGBs of that issue that the holder holds, which corresponds to the amount arrived at when the percentage of the total amount referred to in item (ii) that the amount referred to in item (i) accounts for is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount of the overage less any amount representing partial performance of the obligation referred to in that paragraph) (hereinafter referred to as the "maximum amount of interest ascribable to the account management institution" in this Article), until the Account Management Institution fully performs those obligations:

(3)In the case prescribed in Article 108, paragraph (1), the Account Management Institution prescribed in that paragraph assumes the following duties toward a bondholder as prescribed in the preceding two paragraphs:

Article 111(1)Even if the national government is acting in good faith, its redemption of principal or payment of interest, in an amount that it does not have the duty to redeem or pay, for an issue that the provisions of Article 105, paragraph (1), Article 106, paragraph (1), Article 109, paragraph (1) or (2), or paragraph (1) or (2) of the preceding Article establish the national government as not having a duty to redeem or pay does not have the effect of extinguishing its obligations with respect to other Book-Entry Transfer JGBs of that issue.

(2)In a case as referred to in the preceding paragraph, a holder of Book-Entry Transfer JGBs does not have a duty to return to the national government the amount of the principal redeemed or interest paid as prescribed in that paragraph.

(3)If the national government redeems principal or pays interest as prescribed in paragraph (1), it acquires the rights of a holder of Book-Entry Transfer JGBs under the provisions of Article 105, paragraph (2), item (i), Article 106, paragraph (2), item (i), Article 109, paragraph (3), item (i) or (ii) or paragraph (3), item (i) or (ii) of the preceding Article toward the Book-Entry Transfer Institution, etc., to the extent of the amount prescribed in the preceding paragraph.

Article 112A person offering to subscribe for Book-Entry Transfer JGBs must indicate to the national government the account opened for that person in which book entries can be made for the Book-Entry Transfer JGBs, at the time of the offer.

Article 113The provisions of Chapter IV (other than Article 66, item (i), Article 69, paragraph (1), items (v) and (vi), paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2 and the provisions of Section 4) apply mutatis mutandis to local government bonds. In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 114(1)The issuer of local government bonds handled by a Book-Entry Transfer Institution must clearly indicate to a person offering to subscribe for those bonds that this Act applies to those bonds; provided, however, that this does not apply to a person subscribing for the full amount of those local government bonds based on a contract.

(2)A person offering to subscribe for local government bonds handled by a Book-Entry Transfer Institution must indicate to the issuer the account opened for that person in which book entries can be made for the local government bonds, at the time of the offer.

Article 115The provisions of Chapter IV (other than Article 66, item (i), sub-items (a) to (d) inclusive, Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 83, Article 84, paragraph (4), Article 86-2 and Article 86-3) apply mutatis mutandis to investment corporation bonds (meaning investment corporation bonds as prescribed in Article 2, paragraph (17) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter). In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 116In applying the provisions of Article 196, paragraphs (1) and (2), Article 197 and Article 219 of the Act on Investment Trusts and Investment Corporations to investment corporation bonds handled by a Book-Entry Transfer Institution (hereinafter referred to as "Book-Entry Transfer Investment Corporation Bonds"), a Book-Entry Transfer Investment Corporation Bond is deemed to be an investment corporation bond certificate as prescribed in that Act which is among the investment securities, etc. prescribed in that Act.

Article 116-2The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) to (3) inclusive, Article 688, paragraph (1), Article 690, paragraph (1), Article 691, paragraphs (1) and (2), Article 693, paragraph (1), Article 694, paragraph (1) and Article 695-2, paragraphs (1) to (3) inclusive of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act on Investment Trusts and Investment Corporations do not apply to Book-Entry Transfer Investment Corporation Bonds.

Article 117The provisions of Chapter IV (other than Article 66, item (i), sub-items (a) to (d) inclusive, Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), Sub-items (b) and (c), Article 69-2, Article 70-2, Article 83, Article 84, paragraph (4), Article 86-2 and Article 86-3) apply mutatis mutandis to a corporate bond issued by a mutual company (meaning a corporate bond as prescribed in Article 61 of the Insurance Business Act; the same applies hereinafter). In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 117-2The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) to (3) inclusive, Article 688, paragraph (1), Article 690, paragraph (1), Article 691, paragraphs (1) and (2), Article 693, paragraph (1), Article 694, paragraph (1) and Article 695-2, paragraphs (1) to (3) inclusive of the Companies Act as applied mutatis mutandis pursuant to Article 61-5 of the Insurance Business Act do not apply to bonds issued by a mutual company which a Book-Entry Transfer Institution handles.

Article 118The provisions of Chapter IV (other than Article 66, item (i), sub-items (a) to (d), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 83, Article 84, paragraph (4), Article 86-2 and Article 86-3) apply mutatis mutandis to specified corporate bonds (meaning specified corporate bonds as prescribed in Article 2, paragraph (7) of the Act on Securitization of Assets, and excluding convertible specified corporate bonds (meaning convertible specified corporate bonds as prescribed in Article 131, paragraph (1) of that Act; the same applies hereinafter) and specified corporate bonds with subscription rights for new preferred equity investment (meaning specified corporate bonds with subscription rights for new preferred equity investment as prescribed in Article 139, paragraph (1) of that Act; the same applies hereinafter); the same applies hereinafter). In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 119The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) to (3) inclusive, Article 688, paragraph (1), Article 690, paragraph (1), Article 691, paragraphs (1) and (2), Article 693, paragraph (1), Article 694, paragraph (1) and Article 695-2, paragraphs (1) to (3) inclusive of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act on Securitization of Assets do not apply to specified corporate bonds that a Book-Entry Transfer Institution handles.

Article 120The provisions of Chapter IV (other than Article 66, item (i), sub-items (a) to (d), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2 and Section 4) and Article 114 apply mutatis mutandis to special corporation bonds (meaning the rights required to be indicated on bond certificates issued by a corporation pursuant to a special Act). In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 121The provisions of Chapter IV (other than Article 66, item (i), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 71, paragraph (8) and Section 4 (other than Article 84, paragraph (2) and Article 85, paragraph (1))), Article 114, paragraph (2) and Article 155 apply mutatis mutandis to a beneficial interest in an investment trust (meaning a beneficial interest as prescribed in Article 2, paragraph (7) of the Act on Investment Trusts and Investment Corporations, and including a beneficial interest under the trust agreement of a foreign investment trust; the same applies hereinafter). In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 121-2(1)Before merging or splitting a beneficial interest in an investment trust that is of a particular issue (meaning an issue as prescribed in Article 68, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article) and that a Book-Entry Transfer Institution handles (hereinafter referred to as a "Book-Entry Transfer Beneficial Interest in an Investment Trust"), the issuer of the Book-Entry Transfer Beneficial Interest in the Investment Trust must notify the Book-Entry Transfer Institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information no later than two weeks prior to the date of merger or split:

(2)Upon being notified as referred to in the preceding paragraph, the Book-Entry Transfer Institution that has been so notified must immediately notify its Immediately Subordinate Institution of the information set forth in the items of that paragraph as regards the issue of Book-Entry Transfer Beneficial Interest in the Investment Trust about which it has been notified.

(3)The provisions of the preceding paragraph apply mutatis mutandis to an Immediately Subordinate Institution that is notified as referred to in that paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

(4)Upon being notified as referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to the preceding paragraph), the Book-Entry Transfer Institution, etc. that has been so notified must take the following measures on the date of the merger or split:

(5)Upon being notified as referred to in item (i), sub-item (b) or item (ii), sub-item (b) of the preceding paragraph or as referred to in item (i), sub-item (b) or item (ii), sub-item (b), the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(6)A Book-Entry Transfer Institution, etc. that is notified as referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3)), must promptly notify its Immediately Superior Institution (or the issuer, if it is a Book-Entry Transfer Institution) of the numbers of units of Book-Entry Transfer Beneficial Interest in the Investment Trust subject to the merger or split which have been entered or recorded under the accounts of the Participants of the Book-Entry Transfer Institution, etc. (this excludes a customer account) in the book-entry transfer account register that it maintains as of the day immediately preceding the merger or split, and of the number of units of Book-Entry Transfer Beneficial Interest in the Investment Trust of which it has been notified by its Immediately Subordinate Institution pursuant to the provisions of this paragraph.

Article 121-3The provisions of Article 186, items (iii) and (iv), Articles 189 and 194, Article 195, paragraph (1), Article 199, Article 200, paragraph (1) and Article 201, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to the provisions of Article 5, paragraph (7) of the Act on Investment Trusts and Investment Corporations do not apply to Book-Entry Transfer Beneficial Interest in an Investment Trust whose ownership is established by entries or record in a book-entry transfer account register.

Article 122The provisions of Chapter IV (other than Article 66, item (i), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 71, paragraph (8) and Section 4 (other than Article 84, paragraph (2))) and Article 114, paragraph (2) apply mutatis mutandis to a beneficial interest in a loan trust (meaning a beneficial interest as prescribed in Article 2, paragraph (2) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter). In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 122-2(1)Before merging or splitting a beneficial interest in a loan trust that is of a particular issue (meaning an issue as prescribed in Article 68, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article) and that a Book-Entry Transfer Institution handles (hereinafter referred to as a "Book-Entry Transfer Beneficial Interest in a Loan Trust") the issuer of the Book-Entry Transfer Beneficial Interest in the Loan Trust must notify the Book-Entry Transfer Institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information no later than two weeks prior to the date of merger or split:

(2)Upon being notified as referred to in the preceding paragraph, the Book-Entry Transfer Institution that has been so notified must immediately notify its Immediately Subordinate Institution of the information set forth in the items of that paragraph as regards the issue of Book-Entry Transfer Beneficial Interest in the Loan Trust about which it has been notified.

(3)The provisions of the preceding paragraph apply mutatis mutandis to an Immediately Subordinate Institution that is notified as referred to in that paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

(4)Upon being notified as referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to the preceding paragraph), the Book-Entry Transfer Institution, etc. that has been so notified must take the following measures on the date of the merger or split:

(5)Upon being notified as referred to in item (i), sub-item (b) or item (ii), sub-item (b) of the preceding paragraph or as referred to in item (i), sub-item (b) or item (ii), sub-item (b), the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(6)A Book-Entry Transfer Institution, etc. that is notified as referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3)), must promptly notify its Immediately Superior Institution (or the issuer, if it is a Book-Entry Transfer Institution) of the quantities of Book-Entry Transfer Beneficial Interest in the Loan Trust subject to the merger or split which have been entered or recorded under the accounts of the Participants of the Book-Entry Transfer Institution, etc. (this excludes a customer account) in the book-entry transfer account register that it maintains as of the day immediately preceding the merger or split, and of the quantity of Book-Entry Transfer Beneficial Interest in the Loan Trust of which it has been notified by its Immediately Subordinate Institution pursuant to the provisions of this paragraph.

Article 123Before concluding a trust agreement involving Book-Entry Transfer Beneficial Interest in a Loan Trust, a trust company or similar institution must issue public notice indicating that the provisions of this Act apply to the Book-Entry Transfer Beneficial Interest in the Loan Trust, in addition to the information set forth in the items of Article 7, paragraph (1), of the Loan Trust Act.

Article 123-2The provisions of Article 186, items (iii) and (iv), Articles 189 and 194, Article 195, paragraph (1), Article 199, Article 200, paragraph (1) and Article 201, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to the provisions of Article 8, paragraph (5) of the Loan Trust Act do not apply to Book-Entry Transfer Beneficial Interest in a Loan Trust whose ownership is established by entries or records in a book-entry transfer account register.

Article 124The provisions of Chapter IV (other than Article 66, item (i), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 71, paragraph (8), Article 83, Article 84, paragraphs (1), (3) and (4), Article 86, paragraph (1), item (ii), Article 86-2 and Article 86-3), Article 114, paragraph (2) and Article 155 apply mutatis mutandis to beneficial interest in a specific purpose trust (meaning beneficial interest as prescribed in Article 2, paragraph (15) of the Act on Securitization of Assets; the same applies hereinafter). In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 124-2(1)Before merging or splitting a beneficial interest in a specific purpose trust that is of a particular issue (meaning an issue as prescribed in Article 68, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article) and that a Book-Entry Transfer Institution handles (hereinafter referred to as a "Book-Entry Transfer Beneficial Interest in a Specific Purpose Trust"), the issuer of the Book-Entry Transfer Beneficial Interest in the Specific Purpose Trust must notify the Book-Entry Transfer Institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information no later than two weeks prior to the date of merger or split:

(2)Upon being notified as referred to in the preceding paragraph, the Book-Entry Transfer Institution that has been so notified must immediately notify its Immediately Subordinate Institution of the information set forth in the items of that paragraph as regards the issue of Beneficial Interest in the Specific Purpose Trust about which it has been notified.

(3)The provisions of the preceding paragraph apply mutatis mutandis to an Immediately Subordinate Institution that is notified as referred to in that paragraph (including as applied mutatis mutandis pursuant to this paragraph), once it has been so notified.

(4)Upon being notified as referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to the preceding paragraph), the Book-Entry Transfer Institution, etc. that has been so notified must take the following measures on the date of the merger or split:

(5)Upon being notified as referred to in item (i), sub-item (b) or item (ii), sub-item (b) of the preceding paragraph or as referred to in item (i), sub-item (b) or item (ii), sub-item (b), the Book-Entry Transfer Institution, etc. that has been so notified must immediately take the following measures:

(6)A Book-Entry Transfer Institution, etc. that is notified as referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3)), must promptly notify its Immediately Superior Institution (or the issuer, if it is a Book-Entry Transfer Institution) of the number of units of interest constituting Book-Entry Transfer Beneficial Interest in the Specific Purpose Trust subject to the merger or split which have been or recorded under the accounts of the Participants of the Book-Entry Transfer Institution, etc. (this excludes a customer account) in the book-entry transfer account register that it maintains as of the day immediately preceding the merger or split, and of the number of units of interest constituting Book-Entry Transfer Beneficial Interest in the Specific Purpose Trust of which it has been notified by its Immediately Subordinate Institution pursuant to the provisions of this paragraph.

Article 125In addition to the holder of a Book-Entry Transfer Beneficial Interest in a Specific Purpose Trust being deemed to be the right holder of a beneficiary certificate when the provisions of the Act on Securitization of Assets are applied, the Book-Entry Transfer Beneficial Interest in a Specific Purpose Trust is deemed to be a beneficiary certificate as prescribed in that Act when Article 286 of that Act is applied.

Article 126(1)The provisions of Article 201, paragraph (1) of the Trust Act applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act on Securitization of Assets do not apply to Book-Entry Transfer Beneficial Interest in a Specific Purpose Trust.

(2)Notwithstanding Article 103, paragraph (4) of the Trust Act as applied mutatis mutandis pursuant to Article 271, paragraph (4) of the Act on Securitization of Assets (including as applied mutatis mutandis pursuant to paragraph (2) of Article 272 of that Act), in lieu of notifying the relevant persons as under those provisions, the trustee company, etc. of the Book-Entry Transfer Beneficial Interest in a Specific Purpose Trust (meaning a trustee company, etc. as prescribed in Article 2, paragraph (16) of the Act on Securitization of Assets) must issue public notice of the information of which it is required to notify the relevant persons.

Article 127The provisions of Chapter IV (other than Article 66, item (i), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2 and the provisions of Section 4) and Article 114 apply mutatis mutandis to foreign bonds (meaning rights required to be indicated on bond certificates issued by a foreign country or foreign corporation). In such a case, the words set forth in the right-hand column of the following table are deemed to replace the words set forth in the middle column of that table in the provisions set forth in the left-hand column thereof, and beyond this, Cabinet Order provides for the necessary technical replacement of terms.

Article 127-2(1)The ownership of a beneficial interest in a trust issuing beneficiary certificates (other than a beneficial interest as prescribed in Article 185, paragraph (2) of the Trust Act) which is handled by a Book-Entry Transfer Institution (hereinafter referred to as a "Book-Entry Transfer Beneficial Interest" in this Chapter) is established by the entries or records in a book-entry transfer account register as under the provisions of this Chapter.

(2)The issuer must be acting as provided in the act of trust to give the consent referred to in Article 13, paragraph (1) with respect to beneficial interest therein.

Article 127-3(1)Beneficiary certificates may not be issued for Book-Entry Transfer Beneficial Interest.

(2)Notwithstanding the preceding paragraph, if a Book-Entry Transfer Institution that handles Book-Entry Transfer Beneficial Interest has its Article 3, paragraph (1) designation rescinded pursuant to the provisions of Article 22, paragraph (1) or its designation ceases to be effective pursuant to the provisions of Article 41, paragraph (1), and there is no person to succeed to the Book-Entry Transfer Services thereof; or if a Book-Entry Transfer Institution that handles Book-Entry Transfer Beneficial Interest ceases to handle that Book-Entry Transfer Beneficial Interest, the beneficiary of such a Book-Entry Transfer Beneficial Interest may ask the issuer to issue a beneficiary certificate.

(3)A beneficiary certificate as referred to in the preceding paragraph is in bearer form.

Article 127-4(1)A book-entry transfer account register is subdivided by account for each Participant.

(2)The account of an Account Management Institution in a book-entry transfer account register is subdivided as follows:

(3)Entries or records giving the following information are made for each account (other than customer accounts) in a book-entry transfer account register: