Common use of Assignment of this Agreement Clause in Contracts

Assignment of this Agreement. 31.1 The Borrower may not assign to any third party its status as a party to the Loan B, or its rights and obligations under this Agreement, unless All Lenders B and the Agent give their prior consent in writing without objection. 31.2 A Lender B may assign to any third party its status as a party to this Agreement, or all or any part of its rights and obligations associated therewith, if the Borrower and the Agent give their prior consent in writing without objection (except for assignments of the Loan Receivables B set forth in Clause 26) and all requirements described in the items below are satisfied (hereinafter in this clause, a Lender B that makes such assignment as the “Assigning Lender” and that accepts such assignment as the “Successive Lender”). The Borrower and the Agent may not unreasonably withhold their consent, and the Agent, upon such assignment, shall notify All Lenders B of such assignment. (i) The Borrower’s consent includes consent for assignment of the Loan Receivables B, and bears a certified date (kakutei-hizuke) as of the date of the assignment. (ii) If any partial assignment of the status of a Lender B under this Agreement is made, both the Assigning Lender and the Successive Lender shall become a Lender B under this Agreement and each provision of this Agreement shall be applicable to such Lenders B on and after the date of the assignment, and the Commitment Amount B of the Assigning Lender prior to the assignment of the status (the “Pre-assignment Commitment Amount B”) shall be reduced by an amount separately agreed upon between the Assigning Lender and the Successive Lender (the “Reduced Amount”) and thereafter the Commitment Amount B equal to the Reduced Amount shall apply to the Successive Lender. If the Assigning Lender owns any Loan Receivables B (such Loan Receivables B, hereafter, the “Pre-assignment Loan Receivables B”), all receivables in relation to the Pre-assignment Loan Receivables B, including any principal, interest and default interest, will be divided in proportion to the ratio obtained as the Reduced Amount divided by the Pre-assignment Commitment Amount B (the “Reduced Ratio”), and such divided receivables pursuant to the Reduced Ratio (the “Assignable Loan Receivables B”) shall be assigned to the Successive Lender. (iii) The Successive Lender is a corporation residing in Japan (having a head or branch office or place of business registered in Japan pursuant to the laws of Japan) and a financial institution (such as a bank, insurance company, institutional investor, etc.) or a special purpose entity incorporated for the liquidation of assets (securitization). (iv) If a partial assignment is made with respect to the status of a Lender B under this Agreement, the value of both (i) the Reduced Amount and (ii) the difference between the Pre-assignment Commitment Amount B and the Reduced Amount are equal to or more than one billion (1,000,000,000) yen, and the value of both (i) the amount of the Assignable Loan Receivables B and (ii) the difference of the Pre-assignment Loan Receivables B and the Assignable Loan Receivables B are equal to or more than one billion (1,000,000,000) yen. (v) No withholding tax or other taxes arise from any such assignment, and there is no increase in the amount of the Borrower’s interest expense payable to the Successive Lender. 31.3 All expenses incurred from the assignment set forth in Clause 31.2 shall be borne by the Assigning Lender; provided, however, that the provisions of Clause 13 shall apply with respect to any Increased Costs incurred in relation to the Successive Lender after the assignment. The Assigning Lender shall pay to the Agent, by the actual date of such assignment, an amount of five hundred thousand (500,000) yen per Successive Lender, together with applicable consumption tax, as consideration for administrative duties performed in connection with the assignment.

Assignment of this Agreement. 31.1 The This Agreement shall be assignable by Borrower only if Borrower obtains the prior express written consent of the Commission or the Commission’s Executive Director, which consent may not assign to any third party be withheld by the Commission in its status as a party sole discretion. Notwithstanding anything to the contrary in this Agreement, no purported assignment of this Agreement and the HOME Loan Bshall be effective if such assignment would violate the terms, or conditions and restrictions of any Applicable Governmental Restrictions. Commission's consent to such assignment shall be expressly conditioned upon (i) the assignee's execution of such documents as required by Commission at its rights sole discretion including, without limitation, any and all documents deemed necessary by Commission to provide for said assignee's assumption of all of the obligations of Borrower hereunder and under the HOME Loan Documents, and (ii) Commission's approval of the financial and credit worthiness of such proposed assignee and the assignee’s ability to perform all of the Borrower’s obligations under this Agreement, unless All Lenders B the Note, and all other Loan Documents. Any attempt by Borrower to assign any performance or benefit under the Agent give their prior consent in writing without objection. 31.2 A Lender B may assign to any third party its status as a party to terms of this Agreement, without the prior written consent of the Commission as provided herein, shall be null and void and shall constitute a material breach of this Agreement. In accordance with the foregoing, in the event of (i) a sale or all transfer of Borrower's interest in the Site, or any part (ii) a sale or transfer of more than forty-nine percent (49%) of its rights and obligations associated therewithpresent ownership and/or control, in the aggregate, taking all transfers into account on a cumulative basis, or (iii) a sale or transfer of the Project, occurring without the written consent of Commission, Commission may, at its option, by written notice to Borrower, declare Borrower in default under this Agreement. Notwithstanding the foregoing, if the Borrower and Project receives funding through an allocation of state or federal low income housing tax credits, the Agent give their prior consent Commission hereby consents to the following transfers in writing without objection (except for assignments of the Loan Receivables B set forth in Clause 26) and all requirements described in the items below are satisfied (hereinafter in this clause, a Lender B that makes such assignment as the “Assigning Lender” and that accepts such assignment as the “Successive Lender”). The Borrower and the Agent may not unreasonably withhold their consent, and the Agent, upon such assignment, shall notify All Lenders B furtherance of such assignment. financing: (i) The Borrower’s consent includes consent for assignment syndication of the Loan Receivables B, and bears a certified date (kakutei-hizuke) as of the date of the assignment. limited partnership interest in Borrower to an equity investor; (ii) If any partial assignment of the status grant of a Lender B under this Agreement is made, both the Assigning Lender and the Successive Lender shall become a Lender B under this Agreement and each provision purchase option and/or right of this Agreement shall be applicable to such Lenders B on and after the date of the assignment, and the Commitment Amount B of the Assigning Lender prior to the assignment of the status (the “Pre-assignment Commitment Amount B”) shall be reduced by an amount separately agreed upon between the Assigning Lender and the Successive Lender (the “Reduced Amount”) and thereafter the Commitment Amount B equal to the Reduced Amount shall apply to the Successive Lender. If the Assigning Lender owns any Loan Receivables B (such Loan Receivables B, hereafter, the “Pre-assignment Loan Receivables B”), all receivables in relation to the Pre-assignment Loan Receivables B, including any principal, interest and default interest, will be divided in proportion to the ratio obtained as the Reduced Amount divided by the Pre-assignment Commitment Amount B (the “Reduced Ratio”), and such divided receivables pursuant to the Reduced Ratio (the “Assignable Loan Receivables B”) shall be assigned to the Successive Lender. (iii) The Successive Lender is a corporation residing in Japan (having a head or branch office or place of business registered in Japan pursuant to the laws of Japan) and a financial institution (such as a bank, insurance company, institutional investor, etc.) or a special purpose entity incorporated for the liquidation of assets (securitization). (iv) If a partial assignment is made first refusal with respect to the status of a Lender B under this Agreement, the value of both (i) the Reduced Amount Project from Borrower to its general partners and (iiiii) removal of any general partner of Borrower pursuant to the difference between the Pre-assignment Commitment Amount B and the Reduced Amount are equal to or more than one billion (1,000,000,000) yen, and the value of both (i) the amount terms of the Assignable Loan Receivables B and (ii) the difference limited partnership agreement of the Pre-assignment Loan Receivables B and the Assignable Loan Receivables B are equal to or more than one billion (1,000,000,000) yen. (v) No withholding tax or other taxes arise from any such assignment, and there is no increase in the amount of the Borrower’s interest expense payable to the Successive Lender. 31.3 All expenses incurred from the assignment set forth in Clause 31.2 shall be borne by the Assigning Lender; provided, however, that the provisions of Clause 13 shall apply with respect to any Increased Costs incurred in relation to the Successive Lender after the assignment. The Assigning Lender shall pay to the Agent, by the actual date of such assignment, an amount of five hundred thousand (500,000) yen per Successive Lender, together with applicable consumption tax, as consideration for administrative duties performed in connection with the assignmentmay be amended from time to time, provided that any replacement general partner is approved by Commission, which approval shall not be unreasonably withheld.

Assignment of this Agreement. 31.1 The Borrower may not assign to any third party its status as a party to the Loan BA, or its rights and obligations under this Agreement, unless All Lenders B A and the Agent give their prior consent in writing without objection. 31.2 A Lender B A may assign to any third party its status as a party to this Agreement, or all or any part of its rights and obligations associated therewith, if the Borrower and the Agent give their prior consent in writing without objection (except for assignments of the Loan Receivables B A set forth in Clause 26) and all requirements described in the items below are satisfied (hereinafter in this clause, a Lender B A that makes such assignment as the “Assigning Lender” and that accepts such assignment as the “Successive Lender”). The Borrower and the Agent may not unreasonably withhold their consent, and the Agent, upon such assignment, shall notify All Lenders B A of such assignment. (i) The Borrower’s consent includes consent for assignment of the Loan Receivables BA, and bears a certified date (kakutei-hizuke) as of the date of the assignment. (ii) If any partial assignment of the status of a Lender B A under this Agreement is made, both the Assigning Lender and the Successive Lender shall become a Lender B A under this Agreement and each provision of this Agreement shall be applicable to such Lenders B A on and after the date of the assignment, and the Commitment Amount B A of the Assigning Lender prior to the assignment of the status (the “Pre-assignment Commitment Amount BA”) shall be reduced by an amount separately agreed upon between the Assigning Lender and the Successive Lender (the “Reduced Amount”) and thereafter the Commitment Amount B A equal to the Reduced Amount shall apply to the Successive Lender. If the Assigning Lender owns any Loan Receivables B A (such Loan Receivables BA, hereafter, the “Pre-assignment Loan Receivables BA”), all receivables in relation to the Pre-assignment Loan Receivables BA, including any principal, interest and default interest, will be divided in proportion to the ratio obtained as the Reduced Amount divided by the Pre-assignment Commitment Amount B A (the “Reduced Ratio”), and such divided receivables pursuant to the Reduced Ratio (the “Assignable Loan Receivables BA”) shall be assigned to the Successive Lender. (iii) The Successive Lender is a corporation residing in Japan (having a head or branch office or place of business registered in Japan pursuant to the laws of Japan) and a financial institution (such as a bank, insurance company, institutional investor, etc.) or a special purpose entity incorporated for the liquidation of assets (securitization). (iv) If a partial assignment is made with respect to the status of a Lender B A under this Agreement, the value of both (i) the Reduced Amount and (ii) the difference between the Pre-assignment Commitment Amount B A and the Reduced Amount are equal to or more than one billion (1,000,000,000) yen, and the value of both (i) the amount of the Assignable Loan Receivables B A and (ii) the difference of the Pre-assignment Loan Receivables B A and the Assignable Loan Receivables B A are equal to or more than one billion (1,000,000,000) yen. (v) No withholding tax or other taxes arise from any such assignment, and there is no increase in the amount of the Borrower’s interest expense payable to the Successive Lender. 31.3 All expenses incurred from the assignment set forth in Clause 31.2 shall be borne by the Assigning Lender; provided, however, that the provisions of Clause 13 shall apply with respect to any Increased Costs incurred in relation to the Successive Lender after the assignment. The Assigning Lender shall pay to the Agent, by the actual date of such assignment, an amount of five hundred thousand (500,000) yen per Successive Lender, together with applicable consumption tax, as consideration for administrative duties performed in connection with the assignment.

Assignment of this Agreement. 31.1 (1) The Borrower may not assign to any third party its status as a party to the Loan Bparty, or its rights and obligations under this Agreement, unless All Lenders B and the Agent give Lender gives their prior consent in writing without objectionwriting. 31.2 (2) A Lender B may may, until making the Individual Loan, assign to any third party its status as a party to this Agreement, or all or any part of its rights and obligations associated therewith, if the Borrower and the Agent give their gives its prior consent in writing without objection (except for assignments of the Loan Receivables B set forth in Clause 26) and all requirements described in the items below are satisfied fulfilled (except for the assignments of the Loan Receivables set forth separately in this Agreement; hereinafter in this clause, a the Lender B that makes which made such assignment as the assignment, an “Assigning Lender” and that accepts which accepted such assignment as the assignment, a “Successive Lender”). The Borrower and the Agent may not unreasonably withhold their such consent, and the Agent, upon such assignment, shall notify All Lenders B of such assignment. (i) The Borrower’s consent includes consent for assignment of the Loan Receivables B, and bears a certified date (kakutei-hizuke) as of the date of the assignment. (ii) If any partial assignment of the status of a Lender B under this Agreement is made, both the Assigning Lender and the Successive Lender shall become a the Lender B under this Agreement and each provision of this Agreement shall be applicable to binding such Lenders B Lender on and after the date of the assignment, and the Commitment Individual Loan Amount B of the Assigning Lender prior to the assignment of the status initially set forth under this Agreement (hereinafter in this Clause, the “Pre-assignment Commitment Amount BInitial Individual Loan Amount”) shall be reduced by an amount separately agreed upon between the Assigning Lender and the Successive Lender (hereinafter in this Clause, the “Reduced Amount”) and thereafter the Commitment Individual Loan Amount B equal to the Reduced Amount shall apply to the Successive Lender. If the Assigning Lender owns any Loan Receivables B (such Loan Receivables B, hereafter, the “Pre-assignment Loan Receivables B”), all receivables in relation to the Pre-assignment Loan Receivables B, including any principal, interest and default interest, will be divided in proportion to the ratio obtained as the Reduced Amount divided by the Pre-assignment Commitment Amount B (the “Reduced Ratio”), and such divided receivables pursuant to the Reduced Ratio (the “Assignable Loan Receivables B”) shall be assigned to the Successive Lender. (iiiii) The Successive Lender is a corporation residing body corporate located in Japan (having a its head or office, branch office or place of business registered office in Japan pursuant to registered under the laws of Japan) Japanese laws, hereinafter the same shall apply in this Article 8.2 and a financial institution (such as a bank, insurance company, institutional investor, etc.) or a special purpose entity incorporated for the liquidation of assets (securitizationArticle 8.3). (iviii) If a the said partial assignment is made with respect to the its status of a Lender B under this Agreement, the each value of both (i) the Reduced Amount and (ii) the difference between the Pre-assignment Commitment Initial Individual Loan Amount B and the Reduced Amount are equal to or more than one billion hundred (1,000,000,000100) yenmillion yen (or, and the value of both (i) as for Tranche B, more than the amount of the Assignable Loan Receivables B and equivalent to one hundred (ii100) the difference of the Pre-assignment Loan Receivables B and the Assignable Loan Receivables B are equal to or more than one billion (1,000,000,000) million yen). (viv) No withholding tax or other taxes arise from any such assignment, and there is There will be no increase in the amount of the Borrower’s interest expense payable to the Successive Lender, due to any withholding tax or other taxes arising from any of the said assignments. 31.3 (3) All expenses incurred from the assignment set forth in Clause 31.2 (2), shall be borne by the Assigning Lender or the Successive Lender, as the case may be; provided, however, that the provisions of Clause 13 concerning the Increased Costs in this Agreement shall apply with respect to any Increased Costs incurred in relation to the Successive Lender after the assignment. The Assigning Lender shall pay to the Agent, by the actual date of such assignment, an amount of five hundred thousand (500,000) yen per Successive Lender, together with applicable consumption tax, as consideration for administrative duties performed in connection with the assignment.

Assignment of this Agreement. 31.1 The Borrower may not assign to any third party its status as a party to the Loan BA, or its rights and obligations under this Agreement, unless All Lenders B A and the Agent give their prior consent in writing without objection. 31.2 A Lender B A may assign to any third party its status as a party to this Agreement, or all or any part of its rights and obligations associated therewith, if the Borrower and the Agent give their prior consent in writing without objection (except for assignments of the Loan Receivables B A set forth in Clause 26) and all requirements described in the items below are satisfied (hereinafter in this clause, a Lender B A that makes such assignment as the “Assigning Lender” and that accepts such assignment as the “Successive Lender”). The Borrower and the Agent may not unreasonably withhold their consent, and the Agent, upon such assignment, shall notify All Lenders B A of such assignment. (i) The Borrower’s consent includes consent for assignment of the Loan Receivables BA, and bears a certified date (kakutei-hizuke) as of the date of the assignment. (ii) If any partial assignment of the status of a Lender B A under this Agreement is made, both the Assigning Lender and the Successive Lender shall become a Lender B A under this Agreement and each provision of this Agreement shall be applicable to such Lenders B A on and after the date of the assignment, and the Commitment Amount B A of the Assigning Lender prior to the assignment of the status (the “Pre-assignment Commitment Amount BA”) shall be reduced by an amount separately agreed upon between the Assigning Lender and the Successive Lender (the “Reduced Amount”) and thereafter the Commitment Amount B A equal to the Reduced Amount shall apply to the Successive Lender. If the Assigning Lender owns any Loan Receivables B (such Loan Receivables B, hereafter, the “Pre-assignment Loan Receivables B”), all receivables in relation to the Pre-assignment Loan Receivables B, including any principal, interest and default interest, will be divided in proportion to the ratio obtained as the Reduced Amount divided by the Pre-assignment Commitment Amount B (the “Reduced Ratio”), and such divided receivables pursuant to the Reduced Ratio (the “Assignable Loan Receivables B”) shall be assigned to the Successive Lender. (iii) The Successive Lender is a corporation residing in Japan (having a head or branch office or place of business registered in Japan pursuant to the laws of Japan) and a financial institution (such as a bank, insurance company, institutional investor, etc.) or a special purpose entity incorporated for the liquidation of assets (securitization). (iv) If a partial assignment is made with respect to the status of a Lender B under this Agreement, the value of both (i) the Reduced Amount and (ii) the difference between the Pre-assignment Commitment Amount B and the Reduced Amount are equal to or more than one billion (1,000,000,000) yen, and the value of both (i) the amount of the Assignable Loan Receivables B and (ii) the difference of the Pre-assignment Loan Receivables B and the Assignable Loan Receivables B are equal to or more than one billion (1,000,000,000) yen. (v) No withholding tax or other taxes arise from any such assignment, and there is no increase in the amount of the Borrower’s interest expense payable to the Successive Lender. 31.3 All expenses incurred from the assignment set forth in Clause 31.2 shall be borne by the Assigning Lender; provided, however, that the provisions of Clause 13 shall apply with respect to any Increased Costs incurred in relation to the Successive Lender after the assignment. The Assigning Lender shall pay to the Agent, by the actual date of such assignment, an amount of five hundred thousand (500,000) yen per Successive Lender, together with applicable consumption tax, as consideration for administrative duties performed in connection with the assignment.the

Assignment of this Agreement. 31.1 29.1 The Borrower may not assign to any third party its status as a party to the Loan Bparty, or its rights and obligations under this Agreement, unless All Lenders B and the Agent give their prior consent in writing without objectionwriting. 31.2 29.2 A Lender B may assign to any third party its status as a party to this Agreement, or all or any part of its rights and obligations associated therewith, if the Borrower and the Agent give their prior consent in writing without objection (except for the assignments of the Loan Receivables B set forth in Clause 2624 or Clause 30) and all requirements described in the items below are satisfied fulfilled (hereinafter in this clause, a Lender B that makes which made such assignment as the an “Assigning Lender” and that accepts which accepted such assignment as the a “Successive Lender”). The Borrower and the Agent may not unreasonably withhold their consent, and the Agent, upon such assignment, shall notify All Lenders B of such assignmentassignment pursuant to the provisions of Clause 33.6. (i) The If, due to such assignment, the Loan Receivables or any other receivables that the Assigning Lender holds against the Borrower under this Agreement are assigned to the Successive Lender, Tthe Borrower’s consent must includes the consent for assignment of the Loan Receivables BReceivablesthose receivables, and bears a certified an incontrovertible date (kakutei-hizuke) as of the date of the assignment. (ii) If any partial assignment of the status of a Lender B under this Agreement is made, both the Assigning Lender and the Successive Lender shall become a Lender B under this Agreement and each provision of this Agreement shall be applicable to such Lenders B Lender on and after the date of the assignment, and the Commitment Amount B of the Assigning Lender prior to the assignment of the status (the “Pre-assignment Commitment Amount BAmount”) shall be reduced by an amount separately agreed upon between the Assigning Lender and the Successive Lender (the “Reduced Amount”) and thereafter the Commitment Amount B equal to the Reduced Amount (or, if the relevant Successive Lender has already been a Lender before the relevant assignment is made, the Commitment Amount calculated by adding the amount equal to the relevant Reduced Amount to the Commitment Amount of the relevant Lender as of the time before the assignment is made) shall apply to the Successive Lender. If the Assigning Lender owns any Loan Receivables B (such Loan Receivables BReceivables, hereafter, the “Pre-assignment Loan Receivables BReceivables”), all receivables in relation to the Pre-assignment Loan Receivables BReceivables, including any principal, interest and default interest, will be divided in proportion to the Reduced Ratio ratio obtained as of the Reduced Amount divided by to the Pre-assignment Commitment Amount B (the as defined belowthe “Reduced Ratio”), ) and such divided receivables pursuant to the Reduced Ratio (the “Assignable Loan Receivables BReceivables”) shall be assigned to the Successive Lender. (iii) The Successive Lender is a corporation residing in Japan (having a head or branch office or place [type of business registered engaged in Japan pursuant to by the laws of Japan) and a financial institution (such as a bank, insurance company, institutional investor, etc.) or a special purpose entity incorporated for the liquidation of assets (securitization)Successive Lender]. (iv) If a partial assignment is made with respect to the its status of a Lender B under this Agreement, (a) the value of both (i) the Reduced Amount and (ii) the difference between the Pre-assignment Commitment Amount B and the Reduced Amount are equal to or more than one billion [ ] hundred million yen, and (1,000,000,000b) yenif the Assigning Lender holds the Loan Receivables, and the value of both (i) the amount of the Assignable Loan Receivables B and (ii) the difference of the Pre-assignment assigned Loan Receivables B and the Assignable Loan Receivables B are equal to or more than one billion (1,000,000,000) [ ] hundred million yen, unless the Assignor is a Lender who also acts as the Agent. (v) No withholding tax or other taxes arise from any such assignmentassignment pursuant to Clause 29.2, and there is will be no increase in the amount of the Borrower’s interest expense payable to the Successive Lender. 31.3 All expenses incurred from the ; [except for any assignment set forth in Clause 31.2 shall be borne by the Assigning of status to athe Lender; provided, however, that the provisions of Clause 13 shall apply with respect ’s foreign Subsidiary or aAffiliate due to any Increased Costs incurred revocation of the Lender’s lending business in relation to the Successive Lender after the assignment. The Assigning Lender shall pay to the Agent, by the actual date of such assignment, an amount of five hundred thousand (500,000) yen per Successive Lender, together with applicable consumption tax, as consideration for administrative duties performed in connection with the assignmentJapan.]

Assignment of this Agreement. 31.1 (1) The Borrower may will not assign to any third party its status as a party to the Loan B, position or its rights and obligations under this Agreement, unless All Lenders B and the Agent give their prior consent in writing without objection. 31.2 A Lender B may assign Agreement to any third party without the prior consent of all Lenders, Guarantors and the Agent. (2) The Guarantor shall not transfer its status position or rights or obligations under this Agreement without the prior consent of the Borrower, all Lenders and the Agent. (3) The Lender has obtained the prior consent of all other Lenders, Borrowers, Guarantors and Agents (this shall not apply to the assignment of loan claims as a party to provided in Article 24 or Article 30) and all of the positions under this Agreement, or all or any part of its Agreement and the rights and obligations associated therewithwith them may be transferred to a third party only if all of the following requirements are met (partial transfer of positions under this Agreement and the rights and obligations associated with them is not permitted). (In this Article, if the Borrower lender making such assignment shall be referred to as the “assignee of status” and the person receiving such assignment shall be referred to as the “assignee of status”).In such cases, the assignor and assignee of status shall jointly send a notice of assignment of status to the agent with copies of the authorizations of all other lenders, borrowers, guarantors, and the agent. All other lenders, borrowers, guarantors and agents may not refuse such consent without reasonable cause, and the Agent give their prior consent in writing without objection (except for assignments of the Loan Receivables B set forth in Clause 26) and all requirements described in the items below are satisfied (hereinafter in this clause, a Lender B that makes such assignment as the “Assigning Lender” and that accepts such assignment as the “Successive Lender”). The Borrower and the Agent may not unreasonably withhold their consent, and the Agent, upon such assignment, shall notify All Lenders B all lenders of any such assignment. (i) The If the loan claim or any other claim stipulated in this Agreement against the Borrower held by the assignee of status is assigned to the assignee of status as a result of such assignment, the Borrower’s consent includes shall include consent for to the assignment of the Loan Receivables Bsuch claim, and bears a certified definitive assignment date (kakutei-hizuke) as of the date of the assignmentshall be obtained with respect to such consent. (ii) If any partial assignment The transferee of the status of title is a Lender B under this Agreement is made, both the Assigning Lender and the Successive Lender shall become a Lender B under this Agreement and each provision of this Agreement shall be applicable to such Lenders B on and after the date of the assignment, and the Commitment Amount B of the Assigning Lender prior to the assignment of the status (the “Pre-assignment Commitment Amount B”) shall be reduced by an amount separately agreed upon between the Assigning Lender and the Successive Lender (the “Reduced Amount”) and thereafter the Commitment Amount B equal to the Reduced Amount shall apply to the Successive Lender. If the Assigning Lender owns any Loan Receivables B (such Loan Receivables B, hereafter, the “Pre-assignment Loan Receivables B”), all receivables in relation to the Pre-assignment Loan Receivables B, including any principal, interest and default interest, will be divided in proportion to the ratio obtained as the Reduced Amount divided by the Pre-assignment Commitment Amount B (the “Reduced Ratio”), and such divided receivables pursuant to the Reduced Ratio (the “Assignable Loan Receivables B”) shall be assigned to the Successive Lenderqualified transferee. (iii) The Successive Lender is a corporation residing in Japan (having a head amount of interest paid by the borrower or branch office or place of business registered in Japan pursuant the guarantor to the laws of Japan) and a financial institution (such as a bank, insurance company, institutional investor, etc.) or a special purpose entity incorporated for the liquidation of assets (securitization). (iv) If a partial assignment is made with respect to the status of a Lender B under this Agreement, the value of both (i) the Reduced Amount and (ii) the difference between the Pre-assignment Commitment Amount B and the Reduced Amount are equal to or more than one billion (1,000,000,000) yen, and the value of both (i) the amount assignee of the Assignable Loan Receivables B and (ii) the difference of the Pre-assignment Loan Receivables B and the Assignable Loan Receivables B are equal to or more than one billion (1,000,000,000) yen. (v) No withholding tax or other taxes arise from any such assignment, and there is no relevant status will not increase in the amount of the Borrower’s interest expense payable to the Successive Lender. 31.3 All expenses incurred from the assignment set forth in Clause 31.2 shall be borne by the Assigning Lender; provided, however, that accordance with the provisions of Clause 13 shall apply with respect Article 18, Paragraph 5 due to any Increased Costs incurred withholding taxes, etc. arising as a result of such assignment. (Except in relation the case where the lender transfers its position under the Agreement to an overseas subsidiary or affiliate of the lender due to the Successive Lender after lender’s discontinuation of its loan business in Japan) (4) The transferee of status shall bear all expenses, etc. incurred as a result of the assignmenttransfer in accordance with the preceding paragraph. The Assigning Lender In addition, the transferee of status shall pay to the Agent, by the actual date of such assignment, an amount of five hundred thousand (500,000) yen per Successive LenderAgent 500,000 yen, together with applicable consumption tax and local consumption tax, as consideration for the administrative duties performed in connection with procedures related to such transfer by the assignmentdate of such transfer.