Common use of ASSIGNMENT OF LOAN RECEIVABLES Clause in Contracts

ASSIGNMENT OF LOAN RECEIVABLES. 29.1 The Lender may assign its Loan Receivables in the event that prior written consent by the Borrower and the Agent (except for the assignment of the Loan Receivables set forth in Clause 24) is obtained and all requirements described in each item below are satisfied. The Borrower and the Agent may not unreasonably refuse to such assignment. The Assignor and the Assignee shall perfect the assignment against the third parties and the obligor regarding the assignment of receivables promptly after the assignment as of the date of the assignment. In this case, the Assignor and Assignee shall, under their joint name, and the Borrower shall, in its sole name, notify the Agent of the fact that such assignment was made without delay. In the case an assignment of the Loan Receivables has occurred pursuant to this Clause 29.1, the Assignee shall be treated as a Lender upon applying each provision in relation to the Loan Receivables under this Agreement. (i) The Assignee agrees that the Loan Receivables it has succeeded to will be bound upon by each provision in relation to the Loan Receivables under this Agreement. (The Assignee shall not bear any Lending Obligations.) (ii) The Assignee is a company located in Japan (any of the head office, branch office or business office thereof shall be established in Japan and be registered under the Japanese laws), and is either a financial institution (bank, insurance company or institutional investor etc.) or a special purpose company established for the purpose of securitization of assets (or so called liquidation of assets (shisan-no-ryudoka) under the Japanese law). (iii) If the assignment is made in divided portions of the Loan Receivables, the value of each Loan Receivables after such division is equal to or more than 1 billion yen. (iv) No withholding tax or other taxes arise from the assignment, and there will be no increase in the amount of the Borrower’s interest expense payable to the Assignee. 29.2 All expenses incurred from the assignment set forth in Clause 29.1 shall be borne by the Assignor or the Assignee, as the case may be. The provision of Clause 9 shall apply with respect to any Increased Costs incurred after the assignment. The Assignor or the Assignee shall pay to the Agent, by the actual date of such assignment, the amount of 500,000 yen per Assignee, together with applicable consumption tax, as consideration for administrative duties performed in connection with the assignment.

ASSIGNMENT OF LOAN RECEIVABLES. 29.1 The Lender (1) Except as otherwise provided in this Agreement, the Lenders may assign its Loan Receivables in the event that prior written consent by the Borrower and the Agent (except for the assignment all of the Loan Receivables set forth in Clause 24and other claims under this Agreement (partial assignment of Loan Receivables is not permitted) is obtained and only if all of the following requirements described in each item below are satisfiedmet. The Borrower assignor and the Agent may not unreasonably refuse to such assignment. The Assignor and the Assignee shall perfect the assignment against the third parties and the obligor regarding the assignment of receivables promptly after the assignment assignee shall, as of the date of such assignment, fulfill the requirements for third party and debtor counterparties with respect to such assignment. In this , and in such case, the Assignor assignor and Assignee shall, assignee shall immediately notify the guarantor and agent of such assignment under their joint name, names. Such notice shall be given by sending a notice of assignment of claims to the Guarantor and the Borrower shall, in its sole name, notify the Agent of the fact that such assignment was made without delayAgent. In the case event of an assignment of the Loan Receivables has occurred pursuant to a claim under this Clause 29.1paragraph, the Assignee assignee shall be treated as a Lender upon applying each provision the lender in relation the application of the respective provisions of this Agreement with respect to the Loan Receivables under this Agreementsuch claim. (i) The Assignee agrees that the Loan Receivables it has succeeded to will be bound upon by each provision in relation of the relevant provisions of the Agreement with respect to the Loan Receivables under this Agreement. receivables transferred by the transferee (The Assignee and further, the transferee shall not bear assume any Lending Obligations.loan obligations) (ii) The Assignee transferee is a company located in Japan (any of the head office, branch office or business office thereof shall be established in Japan and be registered under the Japanese laws), and is either a financial institution (bank, insurance company or institutional investor etc.) or a special purpose company established for the purpose of securitization of assets (or so called liquidation of assets (shisan-no-ryudoka) under the Japanese law)qualified transferee. (iii) If The amount of interest paid by the assignment is made borrower or guarantor to such transferee will not increase in divided portions accordance with the provisions of Article 18, Paragraph 5 due to withholding tax, etc. arising from such transfer (except where the Loan Receivables, the value lender makes a transfer to an overseas subsidiary or affiliate of each Loan Receivables after such division is equal lender due to or more than 1 billion yensuch lender’s discontinuation of its lending business in Japan). (iv2) No withholding tax or other taxes arise from the assignment, and there will be no increase in the amount The transferor shall bear all expenses incurred as a result of the Borrower’s interest expense payable to transfer in accordance with the Assignee. 29.2 All expenses incurred from preceding paragraph. In addition, the assignment set forth in Clause 29.1 shall be borne by the Assignor or the Assignee, as the case may be. The provision of Clause 9 shall apply with respect to any Increased Costs incurred after the assignment. The Assignor or the Assignee transferor shall pay to the Agent, by the actual date of such assignment, the amount of agent 500,000 yen per Assigneeyen, together with applicable consumption tax and local consumption tax, as consideration compensation for administrative duties performed procedures, etc. related to said transfer by the date of said transfer. (3) In the event of an assignment pursuant to paragraph (1) of this Article, the unused credit limit shall be calculated as if such assignment had never been made. (4) If any lender assigns a loan claim or any other claim under this Agreement that does not satisfy the requirements set forth in connection this Agreement (hereinafter in this Article referred to as an “Unauthorized Assignment,” the assignee in an Unauthorized Assignment is referred to as the “Unauthorized Assignee,” the assignee is referred to as the “Assignor” and the claim subject to assignment is referred to as the “Assigned Claim”). ), it shall be sufficient for the borrower, guarantor, other lenders, and agent to handle the claim as provided in the following items or otherwise on the assumption that the unauthorized assignment is not made and that the unauthorized assignor continues to be a creditor with respect to the assigned claim, and they shall not be liable for any damages, etc. arising therefrom. (i) Even when the Agent has received a notice of the fact of assignment pertaining to a loan claim, the Agent shall not be required to perform the administrative procedures prescribed in Article 19(2)(ii) if said assignment is an unauthorized assignment. (ii) As long as the unauthorized assignor has the authority to receive payment of the unauthorized assigned claim pursuant to Article 466, Paragraph 3 of the Civil Code, payment for the unauthorized assigned claim shall be received by the agent to whom the exercise of such authority is delegated by the unauthorized assignor under this Agreement and, unless otherwise provided in this Agreement, direct payment to the unauthorized assignor or unauthorized assignee shall not be deemed performance of obligations under this Agreement and the provisions of Article 18, Paragraph 2 shall apply. Distributions by the agent under Article 19 regarding payment on unauthorized assignee claims shall be made to the unauthorized assignor. The Borrower waives its right to terminate the delegation of the exercise of authority provided for in this item and does not assign its right to claim distribution against the Agent. In the event that the Borrower or the Guarantor receives a demand from the Unauthorized Assignee to fulfill its guaranteed obligation with respect to the Unauthorized Assigned Claim or the Unauthorized Assigned Claim, the Borrower and the Guarantor shall immediately notify the Agent of such fact. (iii) The definition of “majority lender” applies as if the unauthorized transferee has an unauthorized assigned claim, and the unauthorized transferee is bound by the decision made by such majority lender. The unauthorized transferee may also, by agreement of the unauthorized transferee, modify this Agreement in accordance with Article 28.1, and the unauthorized transferee shall be bound by the terms of such modification of the Agreement. (5) Notwithstanding the provisions of Article 23(1), an unauthorized assignee shall not make a setoff or an allocation of payment with respect to an unauthorized assigned claim. The unauthorized transferee and the unauthorized assignee shall handle disputes arising out of the unauthorized transfer at their own expense and responsibility, and if the borrower, guarantor, other lenders or agent suffers any damage or other loss arising out of the unauthorized transfer, the unauthorized transferee shall indemnify such borrower, such guarantor, other lenders or agent against such damage or loss. (6) No other lender, guarantor or agent shall lose the benefits provided in the preceding two paragraphs even if the borrower consents to the unauthorized assignment, unless it consents to such unauthorized assignment itself.

ASSIGNMENT OF LOAN RECEIVABLES. 29.1 The 30.1 Unless otherwise specified in this Agreement, the Lender may assign its Loan Receivables in subject to the event that prior written consent by the Borrower and the Agent (except for the assignment satisfaction of the Loan Receivables set forth in Clause 24) is obtained and all requirements described in each item below are satisfied. The Borrower and the Agent may not unreasonably refuse to such assignmentbelow. The Assignor and the Assignee shall perfect the assignment against the third parties and the obligor regarding the assignment of receivables promptly after the assignment as of the date of the assignment. In this case, the Assignor and Assignee shall, under their joint name, and the Borrower shall, in its sole name, notify the Agent of the fact that such assignment was made without delay. In the case an assignment of the Loan Receivables has occurred pursuant to this Clause 29.130.1, the Assignee shall be treated as a Lender upon applying each provision in relation to the Loan Receivables under this Agreement. (i) The Assignee agrees that the Loan Receivables it has succeeded to will be bound upon by each provision in relation to the Loan Receivables under this Agreement. (The Tprovided, however, that the Assignee shall not bear any Lending Obligations.). (ii) The Assignee is a company located [types of business engaged in Japan (any of by the head office, branch office or business office thereof shall be established in Japan and be registered under the Japanese laws), and is either a financial institution (bank, insurance company or institutional investor etc.) or a special purpose company established for the purpose of securitization of assets (or so called liquidation of assets (shisan-no-ryudoka) under the Japanese law)Assignee]. (iii) If the assignment is made in divided portions of the Loan Receivables, the value of each Loan Receivables after such division is equal to or more than 1 billion [ ] hundred million yen, unless the Assignor is a Lender who also acts as the Agent. (iv) No withholding tax or other taxes arise from the assignment, and there will be no increase in the amount of the Borrower’s interest expense payable to the Assignee; except for any assignment to xxxx Xxxxxx’s foreign Subsidiary or aAffiliate due to any revocation of the Lender’s lending business in Japan. 29.2 All expenses incurred from 30.2 If intending to assign the Loan Receivables, the Assignor and the Assignee shall perfect the assignment set forth against the third parties and the obligor as of the date of the assignment. In this case, the Assignor and Assignee shall, under their joint name, [and the Borrower shall, in its sole name, ]immediately notify the Agent of the fact that such assignment was made. If the assignment of the Loan Receivables pursuant to Clause 29.1 shall 30.1 is made, any and all rights that are a part of the Assignor’s rights under this Agreement and relating to the Loan Receivables to be assigned will be transferred to the Assignee, and any and all obligations that are a part of the Assignor’s obligations under this Agreement and relating to the Loan Receivables to be assigned are borne by the Assignor or Assignee. The Borrower acknowledges in advance the transfer of the rights to the Assignee and the burden of the obligations by the Assignee. In applying provisions of this Agreement in relation to the Loan Receivables, as if all of the case may be. The provision of Clause 9 shall apply with respect to any Increased Costs incurred after the assignment. The Assignor or Loan Receivables are assigned, the Assignee shall pay to is treated as a Lender and if the AgentLoan Receivables are partly assigned, by both the actual date of such assignment, Assignor and the amount of 500,000 yen per Assignee, together with applicable consumption tax, Assignee are treated as consideration for administrative duties performed in connection with the assignmentLenders under this Agreement.