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 "book-entry transfer business"), upon their application:

(2)On making a designation referred to in the preceding paragraph, the competent minister must issue public notice of the trade name and the location of the head office of the book-entry transfer institution the minister has designated in the Official Gazette.

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

(2)The following documents must be attached to the written application for designation:

(3)In the case 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 which is created in electronic form, magnetic form, or any other form that cannot be perceived by the human senses and used for information processing by computers; the same applies hereinafter) or if an electronic or magnetic record has been made for profit and loss statements in lieu of documents, an electronic or magnetic record (limited to one specified by order of the competent ministry) may be attached to the application in lieu of a document.

Article 5(1)The stated capital of a book-entry transfer institution must be at least the amount specified by Cabinet Order.

(2)The amount specified by Cabinet Order 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 specified by Cabinet Order referred to in paragraph (1).

Article 6(1)If a book-entry transfer institution seeks to decrease its stated capital, it must receive the authorization of the competent minister pursuant to the provisions of order of the competent ministry.

(2)If a book-entry transfer institution seeks to increase its stated capital, it must give a notification to the competent minister pursuant to the provisions of order 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) of that Act do not apply to a book-entry transfer institution.

Article 7It is prohibited for the director, accounting advisor (or any employee that should perform those duties, if the accounting advisor is a corporation), company 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 business.

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 business; 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 order of the competent ministry, for business that is related to book-entry transfer business and that is found to carry no risk of preventing the institution from engaging in book-entry transfer business in an appropriate and reliable manner.

(2)If a book-entry transfer institution discontinues business for which it has received approval pursuant to the proviso of the preceding paragraph, it must notify the competent minister of this pursuant to the provisions of order of the competent ministry.

Article 10(1)A book-entry transfer institution may obtain approval from the competent minister to entrust another person with a part of its book-entry transfer business, pursuant to the provisions of order 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 business pursuant to the provisions of the preceding paragraph, it must attach a condition that the party to which it is entrusting the business will not further entrust another person with the business.

Article 11(1)A book-entry transfer institution must specify 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 set forth in Article 44, paragraph (1), item (xiii)) extends a joint and several surety to its participants (other than a person set forth in Article 44, paragraph (1), item (xiii); a qualified institutional investor as defined in Article 2, paragraph (3), item (i) of the Financial Instruments and Exchange Act; the national or local government; or any other person specified by Cabinet Order; hereinafter the same applies in this paragraph and in Chapter III) against the performance of all obligations that a superior institution (other than one prescribed by order of the competent ministry as a person that does not undermine the protection of participants when surety is not provided) has toward a participant, in accordance with 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 Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 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 247-3, paragraph (1), 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 are to 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 are to be made for bonds and other securities (hereinafter referred to as an "institution-held account") for the purpose of performing the obligations referred to in Article 78, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 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 247-3, paragraph (1), 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 keep a book-entry transfer account register.

Article 13(1)A book-entry transfer institution may not handle bonds and other securities unless the issuer has consented in advance to have its bonds and other securities handled by the institution.

(2)In the case referred to in the preceding paragraph, if an issuer has given consent to a book-entry transfer institution in respect of a particular type of bonds or other securities, it must not give its consent to another book-entry transfer institution for that type of bonds or other securities.

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

Article 14A book-entry transfer institution must not treat any particular participant or issuer in an unfair and discriminatory manner.

Article 15A book-entry transfer institution must prepare and preserve its business books and documents and other records pursuant to order of the competent ministry.

Article 16(1)A book-entry transfer institution must prepare a report on its business and property for each business year and submit it to the competent minister.

(2)Order of the competent ministry determines the particulars to be stated in the report referred to in the preceding paragraph, the submission date, and other necessary particulars.

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 items (iii) through (v) changes, the book-entry transfer institution must notify the competent minister of that fact and submit the documents set forth in paragraph (2), item (i) or (iii) of that Article to the competent minister pursuant to the provisions of order of the competent ministry.

(2)On being notified of a change in the trade name of a book-entry transfer institution or the location of its head office, the competent minister must issue public notice of that fact in the Official Gazette.

Article 19In cases referred to in Article 78, paragraph (1) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, article 120, Article 121, Article 122, Article 124, Article 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 247-3, paragraph (1), 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)) and in other cases in which an incident specified by order of the competent ministry occurs; in cases 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 247-3, paragraph (1), 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)) and in other cases in which an incident specified by order of the competent ministry occurs at a subordinate institution, a book-entry transfer institution must notify the competent minister of that fact pursuant to the provisions of order 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 business, the minister may order a book-entry transfer institution to make reports or submit materials concerning its business or property, or may have relevant officials enter the business office of the book-entry transfer institution and inspect the state of its business or property, books and documents, or other articles or have the officials question the persons concerned.

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

(3)The authority to conduct an on-site inspection under the provisions of paragraph (1) must not be construed to have been granted for the purpose of criminal investigation.

Article 21If the competent minister finds it to be necessary for the appropriate and reliable performance of book-entry transfer business, the minister may, within the extent necessary, order a book-entry transfer institution to take the necessary measures to improve the state of its business operations or property.

Article 22(1)If a book-entry transfer institution falls under one of the following items, the competent minister may revoke the designation under Article 3, paragraph (1) or the approval referred to in the proviso of Article 9, paragraph (1), order the suspension of all or part of its business activities by specifying a period of no longer than six months, or order the dismissal of the director, accounting advisor, company auditor, or executive officer:

(2)When revoking the designation under Article 3, paragraph (1) pursuant to the provisions of the preceding paragraph, the competent minister must issue a public notice of that fact 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 business to another stock company (excluding the case prescribed in Article 44, paragraph (2); hereinafter the same applies in this Article through Article 42):

Article 24(1)Notwithstanding the provisions of Article 309, paragraph (2) and Article 324, paragraph (2) of the Companies Act, a resolution pursuant to the provisions of 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 referred to in Article 309, paragraph (3), item (ii) of that Act, for a resolution pursuant to the provisions of Article 783, paragraph (1) of that Act) at a book-entry transfer institution that has received an order under the preceding Article (hereinafter referred to as a "specified book-entry transfer institution" in the following paragraph) may be provisionally adopted by a two-thirds majority of votes of the shareholders present.

(2)Notwithstanding the provisions of Article 309, paragraph (3) of the Companies Act, a resolution at a shareholders meeting referred to in Article 309, paragraph (3), item (ii) of that Act at a specified book-entry transfer institution may be provisionally adopted by a two-thirds majority of votes of the shareholders present, at a session with half or more of the shareholders present.

(3)If a resolution is provisionally adopted pursuant to the provisions of paragraph (1) (hereinafter referred to as a "provisional resolution" in this paragraph and the following paragraph), the book-entry transfer institution must notify each of the shareholders of the purport of the provisional resolution and convene a shareholders meeting again within one month after the date of the provisional resolution.

(4)If a provisional resolution adopted by a majority vote prescribed in paragraph (1) is approved at a shareholders meeting referred to in the preceding paragraph, a resolution is deemed to have been adopted with regard to the matter resolved by 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). In such a case, the term "paragraph (1)" in the preceding paragraph is deemed to be replaced with "paragraph (2)".

Article 25(1)A merger in which a book-entry transfer institution constitutes 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 business; hereinafter referred to as a "specified merger" in this Article 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 written application for merger authorization to the competent minister, which states 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 as the "book-entry transfer institution after the specified merger" in this Article).

(3)A document stating the content of the merger agreement or electronic or magnetic records in which the content has been recorded (limited to those specified by order of the competent ministry; hereinafter the same applies in this paragraph) and the documents or electronic or magnetic records specified by order of the competent ministry must be attached to a written application for merger authorization.

(4)If an application has been 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 the specified merger (other than if the book-entry transfer institution is a stock company surviving the specified merger) is deemed to have obtained the designation under Article 3, paragraph (1) at the time of the specified merger.

(6)A book-entry transfer institution after the specified merger succeeds to the rights and obligations that the book-entry transfer institution disappearing in the specified merger holds in connection with its business based on the authorization given or other dispositions taken by an administrative agency.

Article 26When implementing a specified merger, a book-entry transfer institution must obtain the approval of the participants, in addition to the approval at a shareholders meeting referred to in Article 783, paragraph (1), Article 795, paragraph (1), or Article 804, paragraph (1) of the Companies Act.

Article 27(1)An incorporation-type split that a book-entry transfer institution implements in order to have a newly established stock company succeed to all or some of its book-entry transfer business (hereinafter simply referred to as "incorporation-type split" in this Article 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 written application for authorization of an incorporation-type split to the competent minister, which states the following information about the stock company to be incorporated in the incorporation-type split (hereinafter referred to as the "company being incorporated" in this Article):

(3)A document stating the content of the incorporation-type split plan or electronic or magnetic records in which the content has been recorded (limited to those specified by order of the competent ministry; hereinafter the same applies in this paragraph) and the documents or electronic or magnetic records specified by order of the competent ministry must be attached to a written application for authorization of an incorporation-type split

(4)If an application has been 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 the designation under Article 3, paragraph (1) at the time of the incorporation-type split.

(6)The company being incorporated succeeds to the rights and obligations that the book-entry transfer institution implementing the incorporation-type split holds in connection with the business subject to the succession, based on the authorization given or other dispositions taken by an administrative agency.

Article 28When implementing an incorporation-type split, a book-entry transfer institution must obtain the approval of the participants, in addition to the approval at a shareholders meeting referred to in Article 804, paragraph (1) of the Companies Act.

Article 29(1)An absorption-type split that a book-entry transfer institution implements in order to have another stock company succeed to all or some of its book-entry transfer business (hereinafter simply referred to as "absorption-type split" in this Article 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 written application for authorization of an absorption-type split to the competent minister, which states the following information about the stock company that will succeed to all or part of the book-entry transfer business in the absorption-type split (hereinafter referred to as the "succeeding company" in this Article):

(3)A document stating the content of the absorption-type split agreement or electronic or magnetic records in which the content have been recorded (limited to those specified by order of the competent ministry; hereinafter the same applies in this paragraph) and the documents or electronic or magnetic records specified by order of the competent ministry must be attached to a written application for authorization of an absorption-type split.

(4)If an application has been 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 a designation under Article 3, paragraph (1) 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 implementing the absorption-type split holds, in connection with the business subject to the succession, based on the authorization given or other disposition made by an administrative agency.

Article 30When implementing an absorption-type split, a book-entry transfer institution must obtain the approval of the participants, in addition to the approval at a shareholders meeting 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 business it provides to another stock company (hereinafter referred to as a "business transfer" in this Article 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 written application for authorization of a business transfer to the competent minister, which states the following information about the stock company that will succeed to all or some of the book-entry transfer business in the business transfer (hereinafter referred to as the "transferee company" in this Article):

(3)A document stating the content of the business transfer agreement or electronic or magnetic records in which the content has been recorded (limited to those specified by order of the competent ministry; hereinafter the same applies in this paragraph) and the documents or electronic or magnetic records specified by order of the competent ministry must be attached to a written application for authorization of a business transfer.

(4)If an application has been 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 a designation under Article 3, paragraph (1) at the time of business transfer (unless a book-entry transfer institution is the transferee company).

(6)A transferee company succeeds to the rights and obligations that the book-entry transfer institution implementing the business transfer holds, in connection with the business subject to the transfer, based on the authorization given or other disposition made by an administrative agency, and also succeeds to the rights and obligations connected with the consent of the issuer referred to in Article 13, paragraph (1).

(7)An account of a participant that a book-entry transfer institution implementing a business transfer has opened is deemed to be an account of a participant that the transferee company has opened.

Article 32When implementing a business transfer, a book-entry transfer institution must obtain the approval of the participants, in addition to the approval at a shareholders meeting referred to in Article 467, paragraph (1) of the Companies Act.

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

Article 34(1)Book-entry transfer institutions convene participant meetings.

(2)To convene a participant meeting, a convocation notice in writing must be sent to each participant by two weeks prior to the day of the meeting.

(3)In lieu of using a document to give notice prescribed in the preceding paragraph, a book-entry transfer institution may issue a notice by electronic or magnetic means (meaning the means of using an electronic data processing system or using other information communications technology, which is specified by order of the competent ministry; the same applies hereinafter), pursuant to order 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 the provisions of that paragraph.

(4)The notice referred to in the preceding two paragraphs must state or record the content of the subject matter of the meeting and a summary of the proposals.

Article 35Unless otherwise prescribed in the operational rules, the voting rights of each participant are equal.

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

(2)At the time of giving the notice prescribed in Article 34, paragraph (2), a book-entry transfer institution must issue a document stating the information specified by order of the competent ministry as information that should serve as a reference for exercise of voting rights by electronic or magnetic means.

(3)If a book-entry transfer institution gives a notice prescribed in 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 is required to be stated in the 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 deliver the document referred to in that paragraph to the participant.

(4)The provisions of Article 302, paragraphs (3) and (4) and Article 312 of the Companies Act apply mutatis mutandis to exercise of voting rights by electronic or magnetic means referred to in paragraph (1) for a participant meeting. In such a case, in these provisions, the term "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 term "Ministry of Justice Order" is deemed to be replaced with " order of the competent ministry"; the phrase "information that is required to be stated in the voting forms" is deemed to be replaced with "information specified by order of the competent ministry as the necessary information for the participants to exercise their voting rights"; the term "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 the 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 term "Cabinet Order" in Article 312, paragraph (1) of that Act is deemed to be replaced with "order of the competent ministry".

Article 37A resolution at a participant meeting is adopted by the majority vote of the participants present.

Article 38(1)A book-entry transfer institution may provide in the operational rules that a participant is deemed to consent to a proposal submitted at a participant meeting if that participant neither attends the participant meeting nor exercises the voting rights.

(2)A book-entry transfer institution that has established the provisions referred to in the preceding paragraph must state or record those provisions in the notice under the provisions of Article 34, paragraph (2).

(3)The number of votes held by participants that are deemed to consent to a proposal pursuant to the provisions of paragraph (1) are included in the number of votes of the participants attending a participant meeting.

Article 39The provisions of Article 310, paragraphs (1) through (4), Article 314, Article 315, Article 317, Article 729, paragraph (2), Articles 731 through 735-2, Article 742, paragraph (1), Article 868, paragraph (4), Article 870, paragraph (1) (limited to the part related to item (vii)), the main clause of Article 871, Article 872 (limited to the part related to item (iv)), the main clause of Article 873, Article 875, Article 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 participant meeting. In such a case, in these provisions, the terms "stock company", "bond-issuing company", and "stock company or membership company" are deemed to be replaced with "book-entry transfer institution" and the term "Ministry of Justice Order" is deemed to be replaced with " order of the competent ministry"; the term "Cabinet Order" in Article 310, paragraph (3) of that Act is deemed to be replaced with "order of the competent ministry"; the term "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 "Article 298 and Article 299" in Article 317 of that Act is deemed to be replaced with "Article 34, paragraphs (2) through (4) of the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the term "bondholders or conveners" in Article 729, paragraph (2) of that Act is deemed to be replaced with "participant meeting"; the phrase "The bond administrator, assistant bond administrator, 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"; in Article 735-2, paragraph (1) of that Act, the phrase ", bond administrator, assistant bond administrator or bondholders" is deemed to be replaced with "or participants" and the phrase "concerning matters...(in the case of an assistant bond administrator, concerning giving consent of a bondholders meeting referred to in Article 711, paragraph (1) as applied mutatis mutandis pursuant to Article 714-7" is deemed to be replaced with "concerning matters..."; the phrase "bond administrator, assistant bond administrator and bondholders" in paragraph (3) of that Article is deemed to be replaced with "participants"; the term "bond-issuing company" in Article 868, paragraph (4) of that Act is deemed to be replaced with "book-entry transfer institution"; the term "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 term "the preceding two paragraphs" in paragraph (3) of that Article is deemed to be replaced with "paragraph (1)"; the term "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, the designation under Article 3, paragraph (1) expires:

(2)If a designation expires pursuant to the provisions of the preceding paragraph, the former book-entry transfer institution or its general successor (limited to a person that has succeeded to the rights and obligations of a book-entry transfer institution disappearing in a merger, who does not engage in book-entry transfer business; the same applies in the following Article) must notify the competent minister of this pursuant to the provisions of order of the competent ministry.

(3)When a notification under the provisions of the preceding paragraph is made, the competent minister must issue public notice of this in the Official Gazette.

Article 42If the designation under Article 3, paragraph (1) of a book-entry transfer institution is revoked pursuant to the provisions of Article 22, paragraph (1) or expires 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 business that the book-entry transfer institution is engaged in. In such a case, the former book-entry transfer institution or its general successor is deemed to be a book-entry transfer institution to the extent required to complete the book-entry transfer business.

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

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

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

Article 44(1)The following persons may open an account for another person in which book entries are to 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. In such a case, the person must have an account opened for them in advance by the book-entry transfer institution or by another account management institution related to that book-entry transfer institution (other than one specified by order of the competent ministry), in which book entries are to be made for bonds and other securities:

(2)If a book-entry transfer institution opens an account for another person in which book entries are to be made for bonds and other securities at the request of that person pursuant to the provisions of the operational rules of another book-entry transfer institution, the book-entry transfer institution must have the other book-entry transfer institution or an account management institution related to the other book-enty transfer institution (excluding one specified by order of the competent ministry) open an account for it in advance in which book entries are to be made for bonds and other securities.

Article 45(1)An account management institution is to engage in book-entry transfer business as an account management institution pursuant to the provisions of this Act and the operational rules of the book-entry transfer institution that constitute its superior institution.

(2)An account management institution must keep 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 mutatis mutandis if an account management institution ceases to be a person 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 the Bank of Japan to engage in book-entry transfer business (limited to book-entry transfer business for Japanese government bonds; hereinafter the same applies in this paragraph through Article 50) upon its application and pursuant to the provisions of this Act:

(2)On making a designation 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 item (ii) and items (iv) through (vi)) and paragraph (2) (excluding item (ii), item (v) and item (vi)) apply mutatis mutandis to the Bank of Japan if it seeks the designation under paragraph (1). In such a case, the term "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 48When the Bank of Japan has obtained the designation 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 through 7, Article 9, Article 20, paragraphs (2) and (3), Article 23, items (iii) and (iv), Articles 24 through 30, Article 40, Article 41, paragraph (1), item (ii), Article 43, the following Article, Article 50, Chapter IV and Chapters VI through XII and Articles 1 through10, Articles 12 through 18 and Articles 27 through 42 of the Supplementary Provisions and the punishments concerning these provisions) apply. In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column are deemed to be replaced by the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other 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 business to the Bank of Japan that has obtained 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 its book-entry transfer business 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 obtained the designation 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 obtaining the designation referred to in Article 3, paragraph (1), an book-entry transfer institution must conclude a participant 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 participant 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 participant protection trust contract pursuant to the proviso of the preceding paragraph is deemed to have concluded a participant protection trust contract prescribed in the proviso of the preceding paragraph as a settlor.

(3)When a book-entry transfer institution concludes a participant protection trust contract pursuant to the main clause of paragraph (1) (including if the institution is deemed to have concluded a participant protection trust contract pursuant to the provisions of the preceding paragraph), it must specify the particulars concerning the participant protection trust in its operational rules without delay.

Article 52A participant protection trust contract must not be concluded unless the trustee is a trust company or similar institution (meaning a trust company (limited to one that has obtained a license 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 that has obtained the authorization 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 participant protection trust are participants that hold claims subject to compensation prescribed in Article 60, paragraph (1).

Article 54A trust administrator and the beneficiary agent must be designated in a participant protection trust contract.

Article 55(1)Participants protection trust contracts 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 business or academic experience necessary for the appropriate management of the participant protection trust.

Article 56The following particulars must be specified in a participant protection trust contract:

Article 57A book-entry transfer institution must receive the authorization of the competent minister in advance pursuant to the provisions of order of the competent ministry when seeking to conclude a participant 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 or account management institution has made to the participant by causing omission of an entry or record in the book-entry transfer account register or causing an erroneous entry or record to be made in the register, in violation of the following provisions (referred to as "erroneous entry or recording" in Article 60, paragraph (1)), and has become subject to an order commencing bankruptcy proceedings, order commencing rehabilitation proceedings, order commencing reorganization proceedings, 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 has become subject to an order commencing bankruptcy or similar proceedings and of other particulars specified by order of the competent ministry, the bankrupt current or former immediately superior institution must immediately report that fact to the competent minister:

Article 59(1)On receiving the notice under the preceding Article, a trustee must hear the opinion of the management committee, establish the period and place for persons to file notification of claims subject to compensation prescribed in paragraph (1) of the following Article, specify other particulars prescribed by Cabinet Order, and issue public notice of that fact.

(2)A trustee may change the period for filing a notification specified in the public notice if, after the 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), a notice under the provisions of Article 65-2 is given, 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, the trustee must issue public notice of the particulars concerning the change without delay.

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

Article 60(1)At the request of a participant, a trustee makes a payment pursuant to order of the competent ministry, in an amount equivalent to the claim for damage that the participant has incurred due to the erroneous entry or recording by book-entry transfer insitituion or account management institution (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 proceedings or other proceedings (referred to as a "claim subject to compensation" in paragraph (6), the following Article, and Article 61-2).

(2)The request referred to in the preceding paragraph may only be made within the period for filing a notification specified in the 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 there to be a natural disaster or other compelling circumstances for the failure to make the request within the period for filing a notification.

(3)The trustee must hear the opinion of the management committee in advance if they find there to be a natural disaster or other compelling circumstances for the failure to make the request pursuant to the preceding paragraph.

(4)Notwithstanding the provisions of paragraph (1), if the amount required to be paid pursuant to that paragraph exceeds the amount specified by Cabinet Order, the trustee is to pay the amount specified by Cabinet Order.

(5)Notwithstanding the provisions of paragraph (1) or the preceding paragraph, if the total amount required to be paid to all participants pursuant to the provisions of paragraph (1) and the preceding paragraph exceeds the amount of trust property in the participant protection trust, the payment is to be made in proportion to the part of the amount that is required to be paid to each participant pursuant to the provisions of paragraph (1) and the preceding paragraph.

(6)Once a trustee makes a payment pursuant to the provisions of paragraph (1) or the preceding two paragraphs, the trustee acquires the claim subject to compensation related to the payment (or acquires a claim due to erroneous entry or recording against the principal obligor of the guarantee obligation, if the claim subject to compensation related 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 61When making a payment against a claim subject to compensation pursuant to the provisions of paragraph (1), paragraph (4), or paragraph (5) of the preceding Article, a trustee must ask for instructions on payment from the management committee. In such a case, the management committee must promptly verify the claim subject to compensation and give instructions.

Article 61-2(1)If a participant receives the payment referred to in Article 60, paragraph (1) based on a claim subject to compensation, the bonds and other securities underlying the claim subject to compensation (limited to the part of the claim subject to compensation that the trustee has acquired based on the payment) is deemed to have been transferred from the participant to the trustee that made the payment, based on the amount paid and at the time the participant received the payment, and the provisions of the Income Tax Act (Act No. 33 of 1965) and other laws and regulations concening 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 Concerning Taxation (Act No. 26 of 1957) when the provisions of the preceding paragraph apply.

Article 62(1)A book-entry transfer institution or account management institution (other than one set forth in Article 44, paragraph (1), item (xiii); the same applies in Article 64, paragraph (1)) must pay money for the trust property of a participants protection trust (hereinafter referred to as "dues" in this Section) to the trustee, pursuant to the provisions of order of the competent ministry.

(2)Money that a book-entry transfer institution places in trust as part of the trust property of a participant protection trust at the time it concludes a participant 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 method prescribed in the operational rules of the book-entry transfer institution in accordance with the standards prescribed by order of the competent ministry.

(2)The competent minister must exercise appropriate supervision to enable dues to be imposed fairly to the institutions as well as secure sufficient trust property for the participant protection trust.

Article 64(1)If a book-entry transfer institution or account management institution fails to pay dues by the due date prescribed in its operational rules, it must pay a late payment charge to the trustee, as part of the trust property of the participant protection trust.

(2)The late payment charge referred to in the preceding paragraph is calculated by multiplying the amount of the unpaid dues by an annual rate of 14.5%, in accordance with 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 through 9 of the Act on Charitable Trust (Act No. 62 of 1922) apply mutatis mutandis to a participant protection trust.

Article 65-2If a bankruptcy trustee gives a notice under Article 197, paragraph (1) of the Bankruptcy Act (including as applied mutatis mutandis pursuant to Article 209, paragraph (3) of that Act) or Article 204, paragraph (2) of that Act, or receives the 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 participant protection trust of that fact.

Article 66The attribution of rights (other than a claim for interest prescribed in Article 73) of the following corporate bonds which are 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 provisions of the preceding paragraph, if a book-entry transfer institution that handles book-entry transfer corporate bonds has its designation under Article 3, paragraph (1) revoked pursuant to the provisions of Article 22, paragraph (1) or the designation expires pursuant to the provisions of Article 41, paragraph (1), and there is no person to succeed to the book-entry transfer business of the book-entry transfer institution, or if a book-entry transfer institution that handles book-entry transfer corporate bonds ceases to handle the book-entry transfer corporate bonds, the holder of the book-entry transfer corporate bond may ask the issuer to issue a corporate bond certificate.

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

Article 68(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)The following information is to be entered or recorded for each account (excluding a customer account) in a book-entry transfer account register:

(4)The following information is to be entered or recorded 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 specified by order 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 the issuer has given the consent referred to in Article 13, paragraph (1) of the following information after the issuance date of those book-entry transfer corporate bonds, without delay:

(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has received the notice must immediately take the following measures for the issue of the book-entry transfer corporate bonds that has been notified:

(3)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) is given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has received the notice.

Article 69-2(1)If a company seeks to deliver book-entry transfer corporate bonds of a particular issue and is unable to identify the account that has been opened for the holder or pledgee of those bonds in which book entries are to be made for book-entry transfer corporate bonds, the company (or the person specified by order of the competent ministry as being equivalent to the company, if the company is delivering book-entry transfer corporate bonds at the time of a consolidation-type merger or in other cases specified by order of the competent ministry; hereinafter referred to as the "notifier" in this Article) must notify the person prescribed by order of the competent ministry as a person that is to 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 the company 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 which the bondholder or pledgee referred to in that item has notified.

(3)If the bondholder or pledgee referred to paragraph (1), item (i) does not notify the notifier of the account 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 or account management institution referred to in item (iii) of that paragraph to open an account for the bondholder or pledgee in which book entries are to 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 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 referred to paragraph (1) and 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 for those corporate bonds.

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

Article 70(1)If an application for a book-entry transfer for book-entry transfer corporate bonds of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (8) and as indicated in the application pursuant to the provisions of paragraph (3), enter or record the reduction or increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction or increase.

(2)Unless otherwise prescribed in this Act, the application referred to in the preceding paragraph is an application that the participant files with its immediately superior institution for whom the reduction is entered or recorded in their account (excluding a customer account) by the book-entry transfer.

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

(4)If an application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:

(5)If a notifice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice, if the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been made.

(7)If the notice 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) has been given, the account management institution that has been notified must immediately take the following measures:

(8)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.

Article 70-2(1)A participant may not file an application for a book-entry transfer concerning 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, before the notice referred to in Article 69, paragraph (1) is given or an application for a book-entry transfer involving book-entry transfer corporate bonds of a particular issue is filed, a person that 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 order 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 with the special account in which the book-entry transfer corporate bonds have been entered or recorded, after giving the notice or filing the application for a book-entry transfer, the issuer must take the following actions. The same applies if the acquirer or other such person files a request by attaching an authenticated copy or certified copy of an enforceable judgment that orders the participant to file the request or attaching any other document specified by order of the competent ministry as being equivalent to the copy, or in cases prescribed by order of the competent ministry as those that are unlikely to harm the interests of the participant and other interested persons even if the issuer takes the following actions upon the request 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 file an application for a book-entry transfer with the special account as the transferee account.

Article 70-3(1)The issuer of book-entry transfer corporate bonds that have been entered or recorded in a special account may request a book-entry transfer institution or account management institution other than the book-entry transfer institution or account management institution that has opened the special account (referred to as the "pre-transfer book-entry transfer institution or account management institution" in the following paragraph and paragraph (3)) to open a special account in which book entries are to be made for the book-entry transfer corporate bonds for the participants with the former special account.

(2)The request referred to in the preceding paragraph must be filed collectively for all participants with the special account opened by the pre-transfer book-entry transfer institution or account management institution in which book entries are to be made for the book-entry transfer corporate bonds (referred to as the "pre-transfer special account" in the following paragraph and paragraph (4)); provided, however, that this does not apply to the participant when the special account that the issuer referred to in the preceding paragraph has requested to be opened for the participant exists at the book-entry transfer institution or account management institution to which the request referred to in that paragraph has been filed.

(3)The issuer referred to in paragraph (1) may file an application with the pre-transfer book-entry transfer institution or account management institution for a book-entry transfer, using the post-transfer special account (meaning the special account opened based on the request referred to in that paragraph or the special account referred to in the proviso to the preceding paragraph; the same applies in the following paragraph) as the transferee account, with regard to all book-entry transfer corporate bonds entered or recorded in the pre-transfer special account.

(4)If the issuer referred to in paragraph (1) files an application referred to in the preceding paragraph, the issuer must, without delay, notify the participants with the pre-transfer special account of the name and address of the book-entry transfer institution or account management institution that has opened the post-transfer special account.

Article 71(1)If an application for the deletion of a book-entry transfer corporate bond of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (6) and as indicated pursuant to the provisions of paragraph (3) in the application, enter or record the reduction in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction.

(2)The application referred to in the preceding paragraph is an application that the participant for whom the reduction resulting from the deletion will be entered or recorded in their account (excluding a customer account) files with their immediately superior institution.

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

(4)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:

(5)If a notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.

(7)Unless an issuer goes through a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee) or a trust company under the trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act (referred to as a "bond administrator 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 to redeem book-entry transfer corporate bonds, the bondholder or pledgee file an application with its immediately superior institution to delete the same amount from the account as the amount of the book-entry transfer corporate bonds that are being redeemed for the book-entry transfer corporate bonds of that issue which appear on its account.

(8)The provisions of the preceding paragraph apply mutatis mutandis when a bond administrator 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 or account management institution learns that there has been a change to the information set forth in one of the items of Article 68, paragraph (3), paragraph (4), or paragraph (5) in the book-entry transfer account register that it keeps, 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 that has become due without being seized; the same applies in the following Article through Article 77) does not take effect unless the transferee has had an entry or record made in the holdings column of its account (or in the column in which the information set forth in Article 68, paragraph (5), item (ii) is to be entered or recorded, for the institution-held account), based on an application for book-entry transfer, for the increase in 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 made in the pledge column of its account, based on an application for book-entry transfer, for the increase in the amount of the book-entry transfer corporate bonds subject to the pledge.

Article 75(1)Unless an entry or record has been made 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 comes under trust property, it is not permissible to assert against a third party that the bond comes under trust property.

(2)An entry or record in a book-entry transfer account register prescribed in the preceding paragraph is made 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 their account (limited to their own account, if the account is that of 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 made in their account (limited to their own account, if the account is that of an account management institution), based on an application for book-entry transfer, for the increase in book-entry transfer corporate bonds of a particular issue acquires the rights associated with the entry or record for 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 assumes the duty to acquire book-entry transfer corporate bonds in that issue until its holdings reach the amount of the overage (meaning the amount obtained by deducting the total issued amount referred to in item (ii) from the aggregate amount referred to in item (i)):

(2)If there is any amount prescribed in item (i) of the preceding paragraph for which an entry or record of the increase or reduction has been made in the account prescribed in that item, but the rights associated with the entry or record have not arisen, have not been transferred, or have not been extinguished, and it is proved that no one 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 made, that amount is treated as if no entry or record was created.

(3)Once a book-entry transfer institution acquires book-entry transfer corporate bonds pursuant to the provisions of paragraph (1), it assumes the duty to immediately manifest its intention to release the issuer from all obligations related to those book-entry transfer corporate bonds to the issuer.

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

(5)Once a book-entry transfer institution manifests its intention to release the obligations pursuant to the provisions of paragraph (3) with respect to book-entry transfer corporate bonds, it must immediately make deletions for those book-entry transfer corporate bonds in the book-entry transfer account register.

Article 79(1)In the case prescribed in paragraph (1) of the preceding Article, if there is an account management institution for 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 release the issuer from all obligations related to book-entry transfer corporate bonds of that issue in an amount equal to the overage (meaning the amount obtained by deducting the amount referred to in item (ii) from the total amount referred to in item (i)) to the issuer:

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

(3)In the case 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 assumes the 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 release the obligations under the provisions of that paragraph.

(4)Once an account management institution manifests its intention to release the obligations pursuant to the provisions of paragraph (1), it must immediately notify its immediately superior institution of the the following particulars:

(5)When the immediately superior institution referred to in the precedin paragraph receives the notice referred to in that paragraph, it must immediately make the following entries or records regarding book-entry transfer corporate bonds of that issue set forth in item (ii) of that paragraph in the book-entry transfer account register that it keeps:

Article 80(1)In the case 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 assume the duty to redeem the principal or pay interest on the part of the book-entry transfer corporate bonds of that issue that each bondholder holds which corresponds to the amount obtained when the percentage of the amount referred to in item (i) in the total amount of the amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the obligation if a part of the obligation referred to in paragraph (3) of that Article has been performed) (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 the case 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 assume the obligation to redeem the principal or pay interest on the part of the book-entry transfer corporate bonds of the 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 obtained when the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the obligation, if a part of the obligation referred to in that paragraph has been performed) (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 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 the case referred to in the preceding paragraph, a bondholder does not assume the 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), the issuer 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 or account management institution, 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 prepared for short-term corporate bonds.

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

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

(2)A corporate bond register for book-entry transfer corporate bonds must enter or record the fact that this Act applies to those book-entry transfer corporate bonds.

(3)A person making an offer to subscribe for book-entry transfer corporate bonds must state in the document referred to in Article 677, paragraph (2) of the Companies Act, the account opened for them in which book entries are to be made for the book-entry transfer corporate bonds, or indicate the account to the issuer of those book-entry transfer corporate bonds at the time of 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 provisions of 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 (excluding a special account) that has been opened for them in which book entries are to be made for those book-entry transfer corporate bonds.

Article 85(1)Notwithstanding the provisions of Article 723, paragraph (1) of the Companies Act, in the case referred to in Article 80, paragraph (1) or Article 81, paragraph (1), each bondholder holds voting rights that may be exercised at a bondholders meeting in proportion to the amount of corporate bonds held by them (other than the sum of the maximum amount ascribable to the book-entry transfer institution and the 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 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 convocation of a bondholders meeting pursuant to the provisions of Article 718, paragraph (1) of the Companies Act, convocation of a bondholders meeting pursuant to the provisions of paragraph (3) of that Article, exercise of voting rights at a bondholders meeting, or inspection of the state of storage of collateral under the provisions of Article 49, paragraph (1) of the Secured Bonds Trust Act, the holder of book-entry transfer corporate bonds, after being issued a 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 in accordance with the category of cases set forth in the item:

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

(3)A holder of book-entry transfer corporate bonds may demand that its immediately superior institution deliver a 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 kept by its immediately superior institution; provided, however, that this does not apply to a person that has already been delivered a document under the provisions of 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 delivered a document pursuant to the main clause of the preceding paragraph may not file an application for book-entry transfer or deletion of 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 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 prescribed in Article 767 of that Act (hereinafter collectively referred to as the "surviving company or wholly owning company" in this Chapter and Chapters VII through IX), or a company incorporated in a consolidation-type merger (meaning a company incorporated in a consolidation-type merger prescribed in Article 753, paragraph (1) of that Act) or the wholly owning parent company incorporated in a share transfer prescribed in Article 773, paragraph (1), item (i) of that Act (hereinafter collectively referred to as the "incorporated company or wholly owning company" in this Chapter and Chapters VII through IX) 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 through IX) 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 through IX), the company must give a notice referred to in Article 69-2, paragraph (1), item (i) by using the day the absorption-type merger or share exchange takes effect or the date of incorporation of the incorporated or wholly owning company (hereinafter collectively referred to as the "effective date of merger or date of incorporation" in this Chapter and Chapters VII through IX) as the fixed date referred to in that item.

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

(3)If a membership company implements a merger 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, the company must specify in the merger agreement the accounts (excluding a special account) that have been opened for the members of the membership company in which book entries are to 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 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 prescribed in Article 763, paragraph (1) of that Act; the same applies hereinafter) seeks to deliver book-entry transfer corporate bonds at the time of the company split, the company must specify in the absorption-type company split agreement or incorporation-type company split plan, the account (excluding a special account) that has been opened for the company implementing the split in which book entries are to be made for those book-entry transfer corporate bonds.

Article 86-3(1)If the corporate bonds referred to in Article 774-3, paragraph (1), item (v), (a) or item (viii), (b) of the Companies Act are book-entry transfer corporate bonds, the parent company resulting from a share delivery (meaning the parent company resulting from a share delivery prescribed in item (i) of that paragraph; hereinafter the same applies in this Article, Article 160-2, Article 189-2, and Article 223-2) must indicate the fact that the provisions of this Act apply to those book-entry transfer corporate bonds in the notice pursuant to the provisions of Article 774-4, paragraph (1) of the Companies Act (including as applied mutatis mutandis pursuant to Article 774-9 of that Act) concerning the book-entry transfer corporate bonds; provided, however, that this does not apply to short-term corporate bonds.

(2)In the case referred to in the preceding paragraph, a person making an offer referred to in Article 774-4, paragraph (2) of the Companies Act (including as applied mutatis mutandis pursuant to Article 774-9 of that Act; hereinafter the same applies in this paragraph) (excluding a person that will not become a holder of book-entry transfer corporate bonds issued by the share delivery parent company pursuant to the provisions concerning the particulars set forth in Article 774-3, paragraph (1), item (vi) or (ix) of that Act) must state in the document referred to in Article 774-4, paragraph (2) of that Act, the account opened for them in which book entries are to be made for the book-entry transfer corporate bonds (excluding a special account) or indicate this account to the issuer of those book-entry transfer corporate bonds at the time of concluding the agreement referred to in Article 774-6 of that Act (including as applied mutatis mutandis pursuant to Article 774-9 of that Act).

(3)If a parent company resulting from a share delivery seeks to transfer book-entry transfer corporate bonds at the time of the share delivery, the company must file an application for book entry of those book-entry transfer corporate bonds after the day on which the share delivery takes effect without delay.

Article 86-4The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) through (3), 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) through (3) do not apply to book-entry transfer corporate bonds.

Article 87(1)If a notice referred to in Article 69, paragraph (1) has been given, the book-entry transfer institution that has been notified must immediately take measures that enable the participants to learn the information set forth in item (vii) of that paragraph concerning book-entry transfer corporate bonds of the issue related to the notice, by the means prescribed by Cabinet Order.

(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 attribution 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 JGBs") 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 the designation under Article 3, paragraph (1) revoked pursuant to the provisions of Article 22, paragraph (1) or the designation expires pursuant to the provisions of Article 41, paragraph (1), and there is no person to succeed to its book-entry transfer business, or if a book-entry transfer institution that handles book-entry transfer JGBs ceases to handle those book-entry transfer JGBs, the holder of the book-entry transfer JGB may ask the national government to issue Japanese government bond certificates.

Article 90(1)The term "strippable book-entry transfer JGBs" as used in this Chapter means book-entry transfer JGBs designated by the Minister of Finance as one for which an application to separate into a principal portion and an interest portion (hereinafter referred to as "bond stripping") may be filed 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)The following information are entered or recorded for each account (excluding a customer account) in a book-entry transfer account register:

(4)The following information are entered or recorded 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 prepared as an electronic or magnetic record (limited to one specified by order 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)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately take the following measures for the issue of book-entry transfer JGBs related to the notice:

(3)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.

Article 93(1)If an application to strip a strippable book-entry transfer JGB of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (5) through (7) and as indicated pursuant to the provisions of paragraph (4) in the application, enter or record the reduction and increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction and increase.

(2)The application referred to in the preceding paragraph is an application that the participant files with their immediately superior institution for the strippable book-entry transfer JGB (other than one that has been seized) that has been entered or recorded in the holdings column of their account (excluding a customer account) .

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

(4)A participant filing an application 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 of the reduction is required to be made.

(5)If an application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:

(6)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(7)The provisions of the preceding paragraph apply mutatis mutandis to the book-entry transfer institution or account management institution that received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.

Article 94(1)If an application to reconstitute a principal-only book-entry transfer JGB and an interest-only book-entry transfer JGBs of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (5) through (7) and as indicated pursuant to the provisions of paragraph (4) in the application, enter or record the reduction and increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction and increase.

(2)The application referred to in the preceding paragraph is an application that the participant files with their immediately superior institution for the principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs (other than one that has been seized) entered or recorded in the holdings column of their account (excluding a customer account).

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

(4)A participant filing the application 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 JGBs and each of the interest-only book-entry transfer JGBs for which an entry or record of the reduction is required to be made. In such a case, the interest payment dates and the amount of each interest-only book-entry transfer JGBs related to the application must be the same as the interest payment dates and amounts of each of the interest portions of a strippable book-entry transfer JGB with the same name and code as the strippable book-entry transfer JGB, and that have the same amount as the principal-only book-entry transfer JGB related to the application.

(5)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:

(6)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(7)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.

Article 95(1)If an application for a book-entry transfer for book-entry transfer JGBs of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (8) and as indicated pursuant to the provisions of paragraph (3) in the application, enter or record the reduction or increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction or increase.

(2)The application referred to in the preceding paragraph is an application that the participant files with its immediately superior institution for whom the reduction is entered or recorded in their account (excluding a customer account) by the book-entry transfer.

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

(4)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:

(5)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has been given the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.

(7)If the notice 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) has been given, the account management institution that has been notified must immediately take the following measures:

(8)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.

Article 96(1)If an application for the deletion of a book-entry transfer JGB of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (6) and as indicated pursuant to the provisions of paragraph (3) in the application, enter or record the reduction in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction.

(2)The application referred to in the preceding paragraph is an application that the participant for whom the reduction resulting from the deletion will be entered or recorded in their account (excluding a customer account) files with their immediately superior institution.

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

(4)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:

(5)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.

(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 holder of book-entry transfer JGBs or pledgee 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 by 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 or account management institution learns that there has been a change to the information set forth in one of the items of Article 91, paragraph (3), paragraph (4), or paragraph (5) in the book-entry transfer account register that it keeps, 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 that has become due without being seized (excluding 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 made in the holdings column of its account (or in the column in which 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, of the increase in 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 made in the pledge column of its account, based on an application for book-entry transfer, of the increase in the amount of the book-entry transfer JGBs subject to the pledge.

Article 100(1)Unless an entry or record has been made 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 the fact that the Japanese government bond comes under trust property, it is not permissible to assert against a third party that the Japanese government bond comes under trust property.

(2)An entry or record in a book-entry transfer account register as prescribed in the preceding paragraph is made 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 their account (limited to their own account, if the account is that of an account management institution).

Article 102A participant (including a book-entry transfer institution with an institution-held account) that has had an entry or record made in their account (limited to their own account if the account is that of an account management institution), based on an application for book-entry transfer, of the increase in book-entry transfer JGBs of a particular issue, acquires the rights associated with the entry or record of 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 provisions of 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 in this Article through Article 106) comes to exceed the total issued amount of book-entry transfer JGBs of that issue (other than any amount that has been redeemed), and the aggregate amount referred to in item (i) exceeds the total issued amount referred to in item (ii), the book-entry transfer institution assumes the obligation to acquire book-entry transfer JGBs in that issue until its holdings reach the amount of the overage (meaning the amount obtained by deducting the total issued amount referred to in item (ii) from the aggregate amount referred to in item (i)):

(2)If there is any amount prescribed in item (i) of the preceding paragraph for which an entry or record of the increase or reduction has been made in the account prescribed in that item, and the rights associated with the entry or record have not arisen, have not been transferred, or have not been extinguished, and it is proved that no one 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 made, that amount is treated as if no entry or record was made.

(3)When a book-entry transfer institution acquires book-entry transfer JGBs pursuant to the provisions of paragraph (1), the institution has the duty to immediately manifest its intention to release the government from all obligations related to those book-entry transfer JGBs to the national government.

(4)The rights under the book-entry transfer JGBs prescribed in the preceding paragraph are extinguished if an intention to release the obligations is manifested pursuant to that paragraph.

(5)When a book-entry transfer institution manifests its intention to release the obligations pursuant to the provisions of paragraph (3) with respect to book-entry transfer JGBs, the institution must immediately make deletions for those book-entry transfer JGBs in the book-entry transfer account register.

Article 104(1)In the case prescribed in paragraph (1) of the preceding Article, if there is an account management institution for which the total amount referred to in item (i) comes to exceed the amount referred to in item (ii), the account management institution assumes the duty to manifest its intention to release the government from all obligations related to book-entry transfer JGBs of that issue in an amount equal to the overage (meaning the amount obtained by deducting the amount referred to in item (ii) from the total amount referred to in item (i)) to the national government:

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

(3)In the case 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 amount of overage prescribed in that paragraph, the institution assumes the duty to acquire book-entry transfer JGBs in that issue until its holdings reach the amount of the overage, before manifesting the intention to release the obligations as under the provisions of that paragraph.

(4)When an account management institution manifests its intention to release the obligations pursuant to the provisions of paragraph (1), the institution must immediately notify its immediately superior institution of the following information:

(5)When the immediately superior institution referred to in the preceding paragraph receives the notice referred to in that paragraph, it must immediately make the following entries or records regarding book-entry transfer JGBs of the issue set forth in item (ii) of that paragraph, in the book-entry transfer account register that it keeps:

Article 105(1)In the case 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 the duty to redeem the principal or pay interest on the part of the book-entry transfer JGBs of the issue that each bondholder holds which corresponds to the amount obtained when the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of obligation the obligation referred to in paragraph (3) of that Article has been partially performed) (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 the case 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 issue that a bondholder (limited to 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 obtained by deducting the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance if the obligation referred to in that paragraph has been partially performed) (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 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" in this Article through Article 110), 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 are to hold when all of the strippable book-entry transfer JGBs that are held by the holders of strippable and stripped book-entry transfer JGBs are calculated by deeming them to have been stripped pursuant to the provisions of Article 93, there is a total amount of the issuance (other than any amount that has been redeemed) which exceeds the total amount per issue of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs when all of the strippable book-entry transfer JGBs are calculated by deeming them to have been stripped pursuant to the provisions of that paragraph, and there are principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs of the issue for which the total amount referred to in item (i) exceeds the total amount referred to in item (ii), the book-entry transfer institution assumes the duty to acquire the 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 amount obtained by deducting the total amount referred to in item (ii) from the total amount referred to in item (i)):

(2)If there is any amount prescribed in item (i) of the preceding paragraph for which an entry or record of the increase or reduction has been made in the account prescribed in that item, and for which the rights associated with that entry or record have not arisen, have not been transferred, or have not extinguished, and it is proved that no one 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 made, that amount is treated as if no entry or record was made.

(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 institutions that have obtained the consent referred to in Article 13, paragraph (1) are to be calculated for each book-entry transfer institution handling them.

(4)When 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), the book-entry transfer institution assumes the duty to immediately manifest the intention to release the government from all obligations related to those principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs to the national government.

(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 when an intention to release the obligations is manifested pursuant to that paragraph.

(6)When a book-entry transfer institution manifests the intention to release the obligations pursuant to the provisions of paragraph (4) with respect to principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs, the institution must immediately make 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 the case 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 assumes the duty to manifest the intention to release 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 amount obtained by dedecting the total amount referred to in item (i) from the total amount referred to in item (ii)) to the national government:

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

(3)In the case 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, the account management institution has the 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 the intention to release the obligations under the provisions of that paragraph.

(4)When an account management institution manifests the intention to release the obligations pursuant to the provisions of paragraph (1), the account management institution must immediately notify its immediately superior institution of the following particulars:

(5)When the immediately superior institution referred to in that paragraph receives the notice referred to in that paragraph, it must immediately make 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 keeps:

Article 109(1)If a book-entry transfer institution prescribed in Article 107, paragraph (1) assumes the obligations referred to in that paragraph and paragraph (4) of that Article regarding principal-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not assume the duty to redeem the principal on the part of the principal-only book-entry transfer JGBs of that 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 each bondholder holds which corresponds to the amount obtained when the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of obligation if the obligation referred to in paragraph (4) of that Article has been partially performed) (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) assumes the obligations referred to in that paragraph and paragraph (4) of that Article regarding interest-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not assume the duty to pay the part of the interest on the interest-only book-entry transfer JGBs of that issue that each bondholder holds (but only those handled by the book-entry transfer institution; hereinafter the same applies in this Article and the following Article), or on all strippable book-entry transfer JGBs (but only those handled by the book-entry transfer institution; hereinafter the same applies in this Article and the following Article) with the same interest payment date as the interest-only book-entry transfer JGBs of that issue that each bondholder holds, which corresponds to the amount obtained when the percentage of the total amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of the obligation if the obligation referred to in paragraph (4) of that Article has been partially performed) (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 prescribed in Article 108, paragraph (1) assumes the obligations referred to in that paragraph and paragraph (3) of that Article regarding principal-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not assume the duty to redeem the principal on the part of the principal-only book-entry transfer JGBs of that issue that a holder holds (limited to 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), or 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 obtained when the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of the obligation if the obligation referred to in that paragraph has been partially performed) (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) assumes the duty referred to in that paragraph and paragraph (3) of that Article regarding interest-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not assume the 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), or 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 obtained when the percentage of the total amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of the obligation if the performance referred to in that paragraph has been partially performed) (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 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 the 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 the case referred to in the preceding paragraph, a holder of book-entry transfer JGBs does not assume the duty to return to the national government the amount of the principal redeemed or interest paid prescribed in that paragraph.

(3)If the national government redeems principal or pays interest 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 or account management institution, to the extent of the amount prescribed in the preceding paragraph.

Article 112A person making an offer to subscribe for book-entry transfer JGBs must indicate to the national government the account opened for that person in which book entries are to be made for the book-entry transfer JGBs, at the time of the offer.

Article 113The provisions of Chapter IV (excluding the provisions of 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, Article 70-3, and Section 4) apply mutatis mutandis to local government bonds. In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other 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 making an offer 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 making an offer 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 are to be made for the local government bonds, at the time of the offer.

Article 115The provisions of Chapter IV (excluding the provisions of Article 66, item (i), sub-items (a) through (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 70-3, Article 83, Article 84, paragraph (4), and Articles 86-2 through 86-4) apply mutatis mutandis to investment corporation bonds (meaning investment corporation bonds as defined in Article 2, paragraph (19) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other 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 prescribed in that Act among the investment securities, etc. prescribed in that Act.

Article 116-2The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) through (3), 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) through (3) 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 (excluding the provisions of Article 66, item (i), sub-items (a) through (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 70-3, Article 83, Article 84, paragraph (4), and Articles 86-2 through 86-4) apply mutatis mutandis to a corporate bond issued by a mutual company (meaning a corporate bond prescribed in Article 61 of the Insurance Business Act; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.

Article 117-2The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) through (3), 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) through (3) 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 that a book-entry transfer institution handles.

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

Article 119The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) through (3), 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) through (3) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act on the Securitization of Assets do not apply to specified corporate bonds that a book-entry transfer institution handles.

Article 120The provisions of Chapter IV (excluding the provisions of Article 66, item (i), sub-items (a) through (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 70-3, 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 law). In such a case, the terms set forth in the middle column of the following table in the provsions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.

Article 121The provisions of Chapter IV (excluding the provisions of Article 66, item (i) Article 71, paragraph (8) and Section 4 (excluding Article 84, paragraph (2), Article 85, paragraph (1), and Article 86-2, paragraph (1))), Article 114, paragraph (2), and Article 155, paragraph (8) apply mutatis mutandis to a beneficial interest in an investment trust (meaning a beneficial interest as defined 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 terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.

Article 121-2(1)When seeking to merge or split a beneficial interest in an investment trust that is of a particular issue (meaning an issue prescribed in Article 68, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article through Article 121-4) 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 an 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 by two weeks prior to the day of merger or split:

(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest in an investment trust which has been notified.

(3)The provisions of the preceding paragraph apply mutatis mutandis to an immediately subordinate instituion that received the notice referred to in that paragraph (including as applied mutatis mutandis pursant to this paragraph), if the notice has been given.

(4)If the notice referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to the preceding paragraph) has been given, the book-entry transfer institution or account management institution that has been notified must take the following measures on the day of the merger or split:

(5)If the notice referred to in item (i), sub-item (b) or item (ii), sub-item (b) of the preceding paragraph or in item (i), sub-item (b) or item (ii), sub-item (b) has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(6)A book-entry transfer institution or account management institution that received the notice 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 an investment trust subject to the merger or split which have been entered or recorded in the accounts of the participants of the book-entry transfer institution or account management institution (excluding a customer account) in the book-entry transfer account register that it keeps on 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 has been given notice by its immediately subordinate instituion pursuant to the provisions of this paragraph.

Article 121-3(1)If the beneficial interest in each of the trusts involved in a merger of trusts is book-entry transfer beneficial interest in an investment trust and the trustee (in the case of the investment trust managed under instructions from the settlor as defined in Article 2, paragraph (1) of the Act on Investment Trusts and Investment Corporations, the settlor; hereinafter the same applies in this Article and paragraph (1) of the following Article) seeks to deliver book-entry transfer beneficial interest in an investment trust at the time of the merger of trusts, the trustee must give notice to the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information, by two weeks prior to the day on which the merger takes effect. In such a case, the provisions of Articles 69 and 69-2 as applied mutatis mutandis pursuant to Article 121 do not apply.

(2)If the notice referred to in the first sentence of the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately give notice to its immediately subordinate instituion of the information set forth in items (i) through (iv) of that paragraph regarding the issue of book-entry transfer beneficial interest in the investment trust which has been notified.

(3)The provisions of the preceding paragraph apply mutatis mutandis to an immediately subordinate instituion that has received the notice referred to in that paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.

(4)If the notice referred to in the first sentence of paragraph (1), or paragraph (2) (including as applied mutatis mutandis pursuant to the preceding paragraph) has been given, the book-entry transfer institution or account management institution that has been notified must take the following measures on the day on which the merger of trusts takes effect (if the book-entry transfer institution or account management institution has a customer account, limited to the measures set forth in items (i) and (ii)):

(5)If the notice referred to in item (iii) of the preceding paragraph or referred to in item (iii) has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(6)A book-entry transfer institution or account management institution that received the notice referred to in the first sentence of paragraph (1), or paragraph (2) (including as applied mutatis mutandis pursuant to paragraph (3)), must promptly notify its immediately superior institution (or the trustee, if it is a book-entry transfer institution) of the numbers of units of book-entry transfer beneficial interest in an investment trust subject to the merger of trusts which have been entered or recorded in the accounts of the participants of the book-entry transfer institution or account management institution (excluding a customer account) in the book-entry transfer account register that it keeps on the day immediately preceding the day on which the merger of trusts takes effect, and of the number of units of book-entry transfer beneficial interest in an investment trust which it has been notified by its immediately subordinate instituion pursuant to the provisions of this paragraph.

Article 121-4(1)If a beneficial interest that is required to be extinguished by a merger of trusts is a book-entry transfer beneficial interest in an investment trust and the trustee seeks to deliver a beneficial interest that is not a book-entry transfer beneficial interest in an investment trust at the time of the merger, the trustee 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 by two weeks prior to the day referred to in item (ii):

(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest in an investment trust which it has been notified.

(3)If the notice referred to in paragraph (1) has been given, the book-entry transfer institution that has been notified must delete the entries or records for all units of book-entry transfer beneficial interest in an investment trust referred to in item (i) of that paragraph from the accounts in the book-entry transfer account register that it keeps on the day referred to in item (ii) of that paragraph in which entries or records have been made for the book-entry transfer beneficial interest in an investment trust (for accounts other than the institution-held account or a customer account, the holdings column or the pledge column).

(4)If a notice referred to in paragraph (2) (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding two paragraphs apply mutatis mutandis to the account management institution that has been notified.

Article 121-5The provisions of Article 186, items (iii) and (iv), Article 189, Article 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 Article 6, 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 attribution of rights is determined by entries or records in a book-entry transfer account register.

Article 122The provisions of Chapter IV (excluding the provisions of 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 70-3, Article 71, paragraph (8), and Section 4 (excluding Article 84, paragraph (2))), Article 114, paragraph (2), and Article 155, paragraph (8) apply mutatis mutandis to a beneficial interest in a loan trust (meaning a beneficial interest as defined in Article 2, paragraph (2) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.

Article 122-2(1)When seeking to merge or split a beneficial interest in a loan trust that is of a particular issue (meaning an issue 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 a 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 by two weeks prior to the day of merger or split:

(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest in a loan trust which it has been notified.

(3)The provisions of the preceding paragraph apply mutatis mutandis to an immediately subordinate instituion that has received the notice referred to in that paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.

(4)If the notice referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to the preceding paragraph) has been given, the book-entry transfer institution or account management institution that has been notified must take the following measures on the date of the merger or split:

(5)If the notice referred to in item (i), sub-item (b) or item (ii), sub-item (b) of the preceding paragraph, or in item (i), sub-item (b) or item (ii), sub-item (b) has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:

(6)A book-entry transfer institution or account management institution that has received the notice 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 a 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 or account management institution (excluding a customer account) in the book-entry transfer account register that it keeps on the day immediately preceding the merger or split, and of the quantity of book-entry transfer beneficial interest in a loan trust which it has been notified by its immediately subordinate instituion pursuant to the provisions of this paragraph.

Article 123When seeking to conclude a trust agreement involving book-entry transfer beneficial interest in a loan trust, a trust company or similar institution must issue public notice indicating the fact that the provisions of this Act apply to the book-entry transfer beneficial interest in a 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), Article 189, Article 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 Article 8, paragraph (5) of the Loan Trust Act do not apply to book-entry transfer beneficial interest in a loan trust whose attribution of rights is determined by entries or records in a book-entry transfer account register.

Article 124The provisions of Chapter IV (excluding 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 70-3, Article 71, paragraph (8), Article 83, Article 84, paragraphs (1), (3), and (4), Article 86, paragraph (1), item (ii), and Articles 86-2 through 86-4), Article 114, paragraph (2), and Article 155, paragraph (8) apply mutatis mutandis to beneficial interest in a specified purpose trust (meaning beneficial interest as defined in Article 2, paragraph (15) of the Act on the Securitization of Assets; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.