IT IS HEREBY AGREED as follows:
Article 1. Facility
1.1 The Lender makes available to the Borrower (Japan Property Investments) upon the terms and subject to the conditions hereof a loan facility in the aggregate principal amount of or $1,000 dollars or ¥100,000 Japanese Yen (the “Loan”)
Article 2. Facility and purpose
2.1 The purpose of the loan is to purchase property in Japan
Article 3. Repayment
3.1 The Borrower agrees to repay to the Lender after 5 years, the principal amount of the Loan then outstanding.
Article 4. Interest
4.1 Interest shall accrue of the principal amount of the Loan at the rate of 3% per cent per annum (the “Interest Rate”) (i) from and including the date of the drawdown of the Loan to and including the initial Interest Payment Date and thereafter (ii) from but excluding the immediately preceding Interest Payment Date to and including the next succeeding Interest Payment Date. The amount of interest shall be computed on the basis of a year of three hundred and sixty-five(365) days and the actual number of days elapsed.
4.2 For the purposes of this Agreement. “Interest Payment Date” means each semi-annual anniversary of the date of the drawdown of the Loan to and including the Repayment Date, which shall be the final Interest Payment Date. If an Interest Payment Date falls on a day which Is not a Business Day, the Interest Payment Date shall be the next succeeding Business Day unless such next succeeding Business Day (alls is another calendar month, in which case such Interest Payment Date shall be the next preceding Business Day. The Borrower shall pay accrued Interest on the principal amount of the Loan in arrears on each Interest Payment Date and on the Repayment Date.
Article 5. Taxes
5.1 All payments (whether of principal, interest or otherwise) to be made by the Borrower to the Lender hereunder shall be made without set-off or counterclaim and free and clear of and without deduction for any taxes or withholdings of any nature whatsoever imposed by any country or tax authority. It at any time any applicable law or regulation of such country or tax authority or international agreement imposes any such tax or requires the Borrower to make any such deduction or withholding from any such payment, the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender receives a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. In the event that the Borrower is compelled to make any such deduction or withholding the Borrower shall forward, within ninety (90) days after such deduction of withholding is made, official receipts or other official documentation acceptable to the Lender evidencing payment of such deduction or withholding.
Article 6. Payments
6.1 All payments to be made hereunder by the Borrower shall be made by paying the same, in Japanese Yen, to the Lender.
Article 7. Representations and Warranties
7.1 The Borrower represents and warrants to the Lender that as at the date hereof:
(a) The Borrower has the power to enter into and perform this Agreement and has taken all necessary action required to authorize the execution and delivery of this Agreement and its performance according to its terms;
(b) This Agreement constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, and the obligations of the Borrower hereunder are direct and general obligations of the Borrower;
(c) All necessary consents, approvals and authorizations of any governmental authority required in connection with the execution, delivery, performance, validity or enforceability of this Agreement have been obtained and made and are in full force and effect;
(d) All payments of principal, premium (if any), interest and other moneys due or to become due from the Borrower are free of any present taxes imposed by or any taxing authority thereof:
Article 8. Assignment
8.1 This Agreement shall bind and inure to the benefit of the Borrower and the Lender and their respective successors and assigns provided that:
(a) The Borrower may not assign its rights or obligations hereunder without the prior written consent of the Lender, such consent onto to be unreasonably withheld; and
(b) The Lender may, upon notifying the Borrower, assign all or any of its rights under this Agreement provided that as a result of such assignment, the Borrower shall not be liable to pay any such assignee any greater amount than it would have been liable to pay had the Lender which is a party to this Agreement remained entitled to the Loan hereunder.
Article 9. Notices
9.1 All notices, requests, demands or other communications to or upon the respective parties hereto shall be given or made by email to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Agreement