\nPrincipal Amount Yen2,750,000,000-
\n————————————————————————————————-
\nName of and expenses for Establishment of Tokyo Internet Data Center
\nthe project for which the Yen7,500,000,000-
\nloan is required
\n(hereinafter referred to
\nas the “Project”)<\/p>\n————————————————————————————————-
\nRepayment schedule of the Months of repayment of the principal: at intervals of 3 months
\nprincipal (March, June, September and December of every year)
\n Date of each repayment: the 10th day
\n Final maturity: December 10, 2010
\n Repayment schedule: Repayment shall be made on December 10, 2001
\n and thereafter until September 10, 2010 in installments, each
\n amount of which shall be Yen75,000,000-, and on December 10, 2010
\n Yen50,000,000- shall be repaid.
\n————————————————————————————————-
\nInterest rate 2.10% per annum (subject to per diem calculation on the basis of
\n 365 days a year.)
\n————————————————————————————————-
\nMethod of payment of Date of first payment of interest: March 10, 2001
\ninterest: Months of payment of interest: at intervals of 3 months (March,
\n June, September and December of every year)
\n Date of each payment of interest: the 10th day
\n Method of payment: Interest accrued between each payment day shall
\n be paid at the end of the accrual period.
\n————————————————————————————————-
\n<\/c><\/s><\/caption>\n<\/table>\n
ANNEX<\/p>\n
Terms and Conditions<\/p>\n
Article 1. (Purpose for use of money)<\/p>\n
B shall perform the Project in accordance with the project plan at the
\ndate of this Agreement and shall use the borrowed money under this Agreement
\nonly for the Project.<\/p>\n
Article 2. (Delivery of the funds by bank transfer)<\/p>\n
In cases where A delivers the funds under this Agreement by transfer to
\nB’s bank deposit account, completion of A’s procedure requesting the delivery of
\nthe funds to B is deemed as constitution of full and complete delivery to B.
\nEven if B has sustained a loss due to accidents, delays of procedure or other
\nevents in the subsequent process, B shall not ask for compensation or other
\nclaims.<\/p>\n
Article 3. (Repayment of the obligations by bank transfer)<\/p>\n
When the repayment of B’s obligations to A is made by transfer to A’s
\naccount with checks, notes or other securities (hereinafter collectively
\nreferred to as the “Securities”) to A, B shall ensure that the Securities are
\npaid in full by the due dates of such obligations.<\/p>\n
Article 4. (Repayment of the B’s obligations by delivering Securities)<\/p>\n
1. When the repayment of B’s obligations to A is made by delivering
\nSecurities to A, any Securities delivered to A for the payment shall be
\nnegotiable for settlement through the clearing house consented by A, and B shall
\nensure that the Securities are paid in full by the due dates of such
\nobligations.<\/p>\n
2. In the case where any of the Securities in the preceding paragraph are
\ndishonored, and returned from A to B, B agrees that no procedure will be taken
\nby A for the preservation of rights on such Securities.<\/p>\n
Article 5. (Prepayment)<\/p>\n
1. If the expenses for the Project decrease to less than those for the
\nProject mentioned in the Conditions (hereinafter referred to as the “Amount
\nmentioned in the Conditions”) due to a change of the project plan or for other
\nreasons, B shall, upon A’s request, despite the maturities of the loans
\nmentioned in the Conditions, prepay the borrowed money under this Agreement in
\naccordance with the proportion of the amount of decrease to the Amount mentioned
\nin the Conditions.<\/p>\n
2. When such decrease of the expenses for the Project under the preceding
\nparagraph amounts to so substantial size of the Amount mentioned in the
\nConditions that A recognizes that the completion of the purpose of the Project
\nwill become difficult, upon A’s request, B shall prepay the borrowed money in
\nfull under this Agreement despite the maturities of the loans mentioned in the
\nConditions.<\/p>\n
3. When B does not perform the Project without justifiable reason,
\ndespite A’s instructions, for a reasonable period which A judges to be necessary
\nfor performance of the Project, when B does not apply the loans made by A to the
\npayments for the expenses of the Project, or when A recognizes that the purpose
\nof the Project will not be completed because B assigns or leases the object
\nwhich B obtains as a result of the Project to a third person after B owns it, or
\nfor other reasons, upon A’s request, B shall, despite the maturities of the
\nloans mentioned in the Conditions, prepay the borrowed money under this
\nAgreement to A in whole or in part.<\/p>\n
Article 6. (Ditto)<\/p>\n
When B prepays the borrowed money under the preceding article, B shall pay
\nat the same time the interest on the prepaid amount accrued to the date of such
\nprepayment.<\/p>\n
Article 7. (Ditto)<\/p>\n
1. When B prepays the borrowed money in part or in whole except in the
\ncase when A requests under these Terms and Conditions or in case of the next
\nparagraph, B shall obtain A’s consent in writing in advance.<\/p>\n
2. B may prepay the borrowed money under this Agreement in part or in
\nwhole when B gives A an written notice of prepayment not less than ninety (90)
\ndays before the date of prepayment.<\/p>\n
3. In case of prepayment under the preceding paragraph, notice of
\nprepayment once received by A shall be irrevocable unless A consents to such
\nrevocation.<\/p>\n
4. When B prepays the borrowed money in whole or in part on receipt of
\nA’s consent described in the first paragraph or under the notice described in
\nparagraph 2., B shall pay at the same time the amounts set forth in each
\nfollowing item:<\/p>\n
(1) Interest on the prepaid amount accrued to the date of such
\nprepayment.<\/p>\n
(2) The following amount calculated through the formula separately
\ndetermined by A.<\/p>\n
The difference between “the current value at the date of prepayment of the
\ntotal amount of the principal and interest which A is to receive under the
\nrepayment schedule effective prior to satisfaction of requirements for
\nprepayment” ( hereinafter referred to as “X” ), and “the current value at the
\ndate of prepayment of the total amount of the principal and interest ( including
\nthe prepaid amount ) which A is to receive under the repayment schedule
\neffective subsequent to satisfaction of requirements for prepayment “(
\nhereinafter referred to as “Y” ), where X is larger than Y.<\/p>\n
Article 8. (Application of repayment)<\/p>\n
When B prepays the borrowed money under this Agreement to A in part or
\nwhen the amount of such obligations which B has repaid under this Agreement or
\nother loan agreements made by and between A and B is less than that B should<\/p>\n
repay under these agreements, A shall apply it in accordance with order and
\nmethods decided by A.<\/p>\n
Article 9 (Inspection and report of the project)<\/p>\n
1. B shall, upon A’s request, report A with respect to progress status
\nand payment status of expenses of the Project in accordance with the method as
\ninstructed by A.<\/p>\n
2. A may at any time inspect progress status of the Project and B’s
\nassets, documents, books and other data, when A deems it necessary for
\nconfirmation of the use of loaned money under this Agreement<\/p>\n
3. B shall offer necessary convenience to A for the inspection in the
\npreceding paragraph.<\/p>\n
Article 10. (Matters to be filed, exemption, etc.)<\/p>\n
1. When B changes name, corporate name, address, representative, filed
\nseal-impression or other filed matters of B, B shall file to A thereof in
\nwriting forthwith.<\/p>\n
2. In the event that any notice given by A or any document, etc. sent by
\nA is delayed or is not received by B because of B’s failure of filing provided
\nin the preceding paragraph, such notice or document, etc. shall be deemed as
\nhaving been received by B when they are ordinarily so received.<\/p>\n
Article 11. (Matters to be reported or inspected)<\/p>\n
1. B shall, at the time of each settlement of accounts (including mid-
\nyear settlement if the company(s) which choose yearly settlement makes up it),
\nsubmit a business report, a balance sheet, an income statement, a plan of
\ndisposition of profit, a plan of treatment of loss and other documents
\ndescribing the financial conditions of B and Exodus Communications Inc.
\n(hereinafter referred to as the “Parent Company”) as designated by A.<\/p>\n
2. B shall report to A in accordance with the method as instructed by A
\nwithout delay after the occurrence of important events concerning B’s
\nmanagement, finance or business (including any change of the controlling
\nshareholders of B and the Parent Company).<\/p>\n
3. A may inspect B’s assets, documents, books and other data when A
\nreasonably deems it necessary for preservation of A’s rights. B shall offer
\nnecessary convenience to A for such inspection. B shall, upon A’s reasonable
\nrequest, submit to A any document designated by A.<\/p>\n
Article 12. ( Acceleration of payment )<\/p>\n
If any one of the following events should occur and be continuing, B’s
\nobligations to A shall, upon A’s request, immediately become due and payable and
\nB shall forthwith pay the entire amount of such obligations under this
\nAgreement.<\/p>\n
(1) When B does not perform the Project and use the borrowed money under
\nthis Agreement for the purpose other than that of the Project;<\/p>\n
(2) When B fails to perform any of its obligations under Article 9.,
\nArticle 10 or Article 11. and does not perform such obligations despite A’s
\nrequest or when <\/p>\n
B files or reports thereof falsely;<\/p>\n
(3) When B fails to pay any part of the principal or interest thereon;<\/p>\n
(4) When B fails to perform any of its obligations under this Agreement
\nother than those set forth in each of the preceding items, or fails to perform
\nany of its obligations to A under any other agreements;<\/p>\n
(5) When B dishonors any note or check;<\/p>\n
(6) When attachment with respect to assets which B furnishes or agrees to
\nfurnish to A as security is made;<\/p>\n
(7) When B stops payment or an application is filed by or against B for
\nbankruptcy, civil rehabilitation, corporate rehabilitation or corporate
\nreorganization;<\/p>\n
(8) When any license, approval, registration or right with respect to the
\nwhole or a part of B’s business or management ceases to be effective or is
\ncancelled, the whole or a part of B’s business is suspended, or an authorization
\nrequired for establishment of A’s security interest is not obtained or ceases to
\nbe effective;<\/p>\n
(9) When B is dissolved or its business is closed down; or<\/p>\n
(10) When any event that requires preservation of A’s rights other than
\nthose set forth in each of the preceding items occurs under or in connection
\nwith B.<\/p>\n
2. If the request provided in the preceding paragraph is delayed or not
\nreceived by B for a reason attributable to B such as B’s failure of filing a
\nchange of address, B’s obligations to A shall be deemed as having become due and
\npayable when it is ordinarily so received.<\/p>\n
Article 13. (Addition or replacement of secured or guarantor)<\/p>\n
When it may be objectively recognized that a reasonable and probable cause
\nnecessitates the preservation of the rights under this Agreement, and A
\nspecifies the reasons therefor in a document and makes a demand to B with
\nreasonable period, B shall furnish such security or additional security, or such
\nguarantors or additional guarantors, as may be approved by A, notwithstanding
\nexistence or such nonexistence of security or guarantor under this Agreement or
\nother agreement.<\/p>\n
Article 14. (Assignment of claims)<\/p>\n
1. B agrees in advance that A will assign a part or a whole of claims
\nunder this Agreement to any financial institution or other organization in the
\nfuture.<\/p>\n
2. In the event of the preceding paragraph, A may omit to give a notice
\nto B. Even if A’s claims to B are assigned to any financial institution or
\nother organization, B may repay all the obligations to A in compliance with the
\nmethod provided in the Conditions, and A shall transfer the amount repaid by B
\nto the assignee in proportion to the amount which was assigned. A may request B
\nto perform all the obligations.<\/p>\n
3. With regard to the claims which A assigned under paragraph 1. of this
\nArticle, B agrees that A will perform the procedures of administration and
\ncollection of the claims under this Agreement as an attorney-in-fact of the
\nassignee.<\/p>\n
Article 15. (Execution of notarial deed)<\/p>\n
B shall at any time upon A’s request commission a notary public in Japan
\nand take necessary procedures to execute a notarial deed containing the
\nacknowledgement of the obligations under this Agreement and the statement of
\nacceptance of enforcement thereof.<\/p>\n
Article 25. (Burden of expenses)<\/p>\n
The expenses for preparation of this Agreement, registration, and all
\nother expenses which is necessary for the preservation of A’s right under this
\nAgreement (including cost of litigation and legal counsel’s fees) shall be borne
\nby B.<\/p>\n
Article 26. (Post default interest)<\/p>\n
B shall pay post default interest ( “Songaikin” ) equivalent to 14.5% per
\nannum ( subject to per diem calculation on the basis of 365 days per year ) of
\nthe principal, interest and any other amounts payable in the event of default of
\nany payment obligation, or of advance money A paid for the expenses under the
\npreceding Article.<\/p>\n
Article 27. (Jurisdiction of court)<\/p>\n
In the case where there arises the necessity of any litigation pertaining
\nto this Agreement, B hereby submits and consents to the exclusive jurisdiction
\nof the Tokyo District Court.<\/p>\n
-END-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7490],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9560,9567],"class_list":["post-41105","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-exodus-communications-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41105","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41105"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41105"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41105"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41105"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}