Chapter 2 Issuance of Securities
 
Division 3 Issuance of Secured Debentures
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Section 41.
 
 
In applying for an approval in accordance with Section 33 or Section 34 to issue secured debentures, the applicant shall also:
(1) submit a draft of terms and conditions stating the rights and duties of the debenture issuer
and the debenture holders;
(2) submit a draft agreement appointing a debenture holder representative;
(3) obtain approval for a person having qualifications as specified in the notification of the
SEC to be a debenture holder representative;
(4) undertake any other acts as specified in the notification of the SEC.

In cases where a public limited company offers newly issued secured debentures for sale to its shareholders, which does not require approval in accordance with Section 33, that public limited company shall also comply with the provisions of the first paragraph prior to the making of such offer.
 
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Section 42.
 
 
The terms and conditions stating the rights and duties of the debenture issuer and debenture holders shall contain at least the following particulars:
(1) rights and conditions under the debenture;
(2) return arising from the debenture;
(3) property used as collateral or other collateral;
(4) appointment, power and duty of debenture holder representative;
(5) conditions for the removal of debenture holder representative;
(6) consent of debenture holders permitting the debenture issuer to appoint a debenture holder representative who has received an approval in accordance with Section 41(3);
(7) representation of the debenture issuer to mortgage pledge or provide other collateral against the debenture within the specified period of time in accordance with Section 44;
(8) procedures for, time and place of payment of debt;
(9) procedures for the conversion of rights (if any);
(10) other particulars as specified in the notification of the SEC.
 
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Section 43.
 
 
The agreement appointing a debenture holder representative shall contain at least the following particulars:
(1) powers and duties of the debenture holder representative in the acceptance of mortgage, pledge or other collateral, in the exercise of rights to enforce such collateral, or in causing the debenture issuer to comply with the terms and conditions made with the debenture holders, including claims for compensation;
(2) rate and method of remuneration of the debenture holder representative;
(3) other particulars as specified in the notification of the SEC.
 
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Section 44.
 
 
When the issuer of secured debentures has offered the secured debentures for sale to its shareholders or the public or any person, the debenture issuer shall have the rights and duties as provided by the terms and conditions inaccordance with Section 41(1)and the provisions of this Act. The issuer of secured debentures shall with the consent of debenture holders appoint a debenture holder representative and put in place a mortgage, pledge or other collateral with the debenture holder representative within seven days form the closing date of the offer for sale.
 
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Section 45.
 
 
The debenture holder representative shall have the power to act in his own name for the benefit of all debenture holders in accepting a mortgage, pledge or other collateral, exercising rights to enforce collateral and causing the issuer of secured debentures to comply with the terms and conditions made with debenture holders, including claims for compensation.

The act of the debenture holder representative in the first paragraph shall be deemed to be the act directly performed by the debenture holders.
 
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Section 46.
 
 
The SEC shall have the power to issue rules, conditions and procedures for a debenture holder representative to act within his authority and responsibilities.
 
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Section 47.
 
 
In addition to the duties as specified in the appointment agreement, a debenture holder representative has the duty to look after the interests of the debenture holders.

In cases where the debenture holder representative acts, omits to act, or neglects or fails to perform his duties as provided in the first paragraph, causing damage to debenture holders, any debenture holder or the Office has the right to file a claim in court against the debenture holder representative for the benefit of the debenture holders as a whole.

In cases where a claim has been filed in court by the debenture holder, such debenture holder shall hold not less than ten percent of all secured debentures sold or be appointed by other debenture holders who collectively hold not less than ten percent of all the secured debentures sold.
 
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Section 48.
 
 
In case the debenture holer representative commits an offence against property as stipulated in Chapter 1, Chapter 3, Chapter 4, Chapter 5, or Chapter 7, of Title 12 of the Criminal Code, the Office shall be deemed to be the injured party under the Criminal Procedure Code.

In the event under the first paragraph, the public prosecutor, after having brought the criminal case to court, has the power to claim property or price or compensation for damages on behalf of the injured person. For this purpose, the provisions concerning the procedure for filing a civil case in connection with a criminal case under the Criminal Procedure Code shall apply mutatis mutandis.
 
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Section 49.
 
 
If the debenture issuer intends to arrange for a debenture holder representative when issuing any type of debentures other than secured debentures, the debenture issuer shall declare its intention while making an application for the issuance of debentures and in such case the provisions of Section 41, Section 42, Section 43, Section 44 , Section 45, Section 46, Section 47 and Section 48, including related penalty provisions, shall apply mutatis mutandis to the application for approval, the preparation of terms and conditions, and agreement appointing a debenture holder representative, the powers and duties of the debenture holder representative, including the filing of a case in court against the debenture holder representative