SanDisk 2004 Annual Report Download - page 134

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−3−
3.3 In the event a termination event under the Lease Agreement occurs, the Guarantor may, pursuant to Article 26, Paragraph 7 or
Article 26, Paragraph 8 of the Lease Agreement, succeed the rights, obligations and legal title of the Lessee under the Lease
Agreement or the rights, obligations and legal title of Other Guarantors (defined below) under and the guarantee agreement dated
the same date hereof by and between the Toshiba Corporation (the “Other Guarantor”) and the Other Lessors whereupon such
termination event is cured.
3.4 The Guarantor may not exercise the right of subrogation, prior indemnity and post indemnity with respect to the Guarantee
against the Lessee until any and all receivables of the Lessor and Other Lessors against the Lessee have been paid in full.
Article 4. (Relationship with Other Security Rights)
4.1 The guarantee under this Agreement shall be granted in addition to other security interests or guarantees held by the Lessor in
connection with the Guaranteed Obligation, and the effectiveness of such other securities or guarantees shall not be affected by
the security interests pursuant to this Agreement.
4.2 The Guarantor shall not claim the exemption even if the Lessor, at its reasonable discretion, alter or terminate other security
interests or guarantees securing the Guaranteed Obligations, provided, however, that the Lessor shall give at least fifteen
(15) days prior notice to the Guarantor in case of such alteration or termination unless the same is contemplated by the Related
Agreements (honken−kanren−keiyaku).
Article 5. (Transfer of Rights and Obligations)
The Lessor and the Guarantor shall not, without obtaining prior written consent of the other party, transfer or pledge the rights and
obligations under this Agreement to any third party, provided, however, this Article shall not prohibit any assignment by the
Guarantor to the persons who acquire all or substantial part of assets, business and shares in the Guarantor by means of sale, merger,
acquisition or other alteration in management rights.
Article 6. (Limited Recourse)
Limitation of liability by the limited recourse pursuant to Article 29, Paragraph 1 of the Lease Agreement shall not intervene the
exercise of the rights of the Lessor against the Guarantor pursuant to this Agreement, nor shall the provisions thereof affect the
performance of the guarantee obligations pursuant to this Agreement.
Article 7. (Modification of the Agreement)
This Agreement may not be modified except with the written consent of the Guarantor, the Lessor and the Other Lessors.