EXHIBIT 10.32
CERTIFICARE OF LOAN BALANCE
Messrs Asyst Japan Kabushiki Kaisha
Item Amount Note
Payment
received March 31, Heisei 13 (2001)
- -------------------------------------------------------------
Draft Loan *300,000,000 yen *0 yen We certify that the
- ------------------------------------------------------------- balance of the loan
Loan on Deeds ** yen ** yen secured under your name
- ------------------------------------------------------------- is as shown at left.
Overdraft on a/c ** yen ** yen
- -------------------------------------------------------------
Loan on BA ** yen ** yen April 12, Heisei 13 (2001)
- ------------------------------------------------------------- Sumitomo Mitui Banking
Commercial Loan ** yen ** yen Corporation [Seal]
- ------------------------------------------------------------- Shinjyuku Nishiguchi
Documentary draft ** yen ** yen Branch
- ------------------------------------------------------------- Tel:03-3343-0412
Monthly installment ** yen ** yen
- -------------------------------------------------------------
** yen ** yen
- -------------------------------------------------------------
** yen ** yen
- -------------------------------------------------------------
Not valid if the amount is altered.
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No. Promissory Note No.CM262745 Tokyo1301
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Revenue Messrs The Sumitomo Bank Ltd. Payment Date: yr month day 0009-259
Stamp Amount Place of payment
Three hundred million yen Shinjyukuku Tokyo
The above amount will be paid to the Address of payment
designated receiver in exchange with The Sumitomo Bank Ltd.
this promissory note Shinjyuku Nishiguchi Branch
year month day
Place 2-6-23 Shinyokohama,
Kitaku, Yokohamashi
Address Asyst Japan K.K. [Seal]
Drawer Representative Director Asyst Japan
Jyosui Nashimoto K.K.[illegible]
Representative Director
02-1301-0009-289 62745
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Agreement On Bank Transactions
The Sumitomo Bank, LTD.
Client: Address:
Name:
Do not sign here
Name:
Title:
Bank: The Sumitomo Bank, Ltd. (acting through its Branch Office with which
the Client maintains an account (s)).
Do not sign here
By:
Name:
Title:
Each of the above-signed client (the "Client") and The Sumitomo Bank, Ltd. (the
"Bank") does hereby agree to be bound by the general terms and conditions set
forth in this Agreement on Bank Transactions (hereinafter referred to as "this
Agreement") with respect to any and all banking transactions that may hereafter
be made by and between them:
Article 1 (Scope of Application)
(1) Unless otherwise agreed by and between the Client and the Bank, any
and all banking transactions that may hereafter be made by and
between them including but not limited to all loan transactions,
whether evidenced by promissory notes or other evidence of
indebtedness, notes and bills discount transactions, overdraft
transactions, bank acceptance transactions, foreign exchange
transactions and financial derivatives transactions shall be
invariably subject to and governed by the terms and conditions set
forth in this Agreement.
(2) Without prejudice to the generality of the foregoing, in the event
the Client acts as a guarantor or surety for any third party with
respect to any banking transaction which the Bank may make with that
third party, it shall be deemed to constitute a banking transaction
between the Client and the Bank for all purposes of this Agreement.
(3) The Client hereby expressly agrees to comply with and to be bound by
the terms and conditions set forth herein with respect to any and all
obligations he may have under or guaranteed by the Client which may
come into the Bank's possession through any transactions with a third
party or parties and the performance of his obligations thereunder.
(4) The Client hereby also expressly agrees that the terms and conditions
set forth herein shall apply invariably to any and all banking
transactions that he may make with the Bank, whether with its head
office or any of its branch offices.
Article 2 (Interest and Default Interest)
(1) The rate at which interest, discount charges, guarantee fees,
handling fees, liquidation charges payable by or refundable to the
Client under or with respect to any banking transaction with the Bank
shall accrue or the amount thereof determined and the method and
date(s) of payment shall be determined from time to time by mutual
agreement between the parties hereto; provided that either party
hereto may, in case of a change in the financial market conditions or
where he or it has just reason to do so, propose to the other that
such rate, method and/or date(s) be re-negotiated with the view to
adjusting the same to a level generally considered reasonable under
the circumstances.
(2) The Client agrees that in the event he fails to pay the Bank any
amount which he owes the Bank on its due date, he shall pay the Bank
default interest on the overdue amount, which default interest shall
accrue from day to day at the rate of 14% per annum based on a year
of 365 days until full payment by the Client of the overdue amount.
Article 3 (Security and Collateral)
(1) The Client agrees that if any of the following events occurs at any
time, he shall, upon the Bank's request, promptly furnish or cause to
be furnished to the Bank such security, collateral and/or
guarantor(s) or such additional security, collateral and/or
guarantor(s) as may be reasonably satisfactory to the Bank:
(i) In the event the security or collateral previously furnished by
or for the Client to the Bank is damaged, destroyed or lost or
otherwise its market value decreased due to any cause whatsoever
other than a fault on the part of the Bank; or
(ii) In the event any of the Events of Default mentioned in Article
5(1) or 5(2) hereof occurs with respect to any of the Client's
guarantors.
(2) The Client further agrees that if the Bank finds at any time that it
has objective reason to do so for the protection of any of the
claims, rights and interests which 8it may have against the Client
and, based on such finding, gives the Client written notice
disclosing the Bank's reasoning and requesting the Client to take any
of the actions set forth in Article 3(1), he shall also comply with
such request within the reasonable period specifi4ed in such notice.
Article 4 (Disposition of Security and Collateral)
(1) In the event the Client fails to pay the Bank any amount which he
owes the Bank on its due date, the Bank may enforce the security
interest it has in or over any of the property or assets furnished to
it by or for the Client hereunder or any part thereof, sell or
otherwise dispose of the same in accordance with the applicable
statutory procedures or in such other manner and at such time, for
such price and under such other terms and conditions as the Bank may
consider reasonably proper and apply the proceeds realized therefrom
less the costs of such enforcement, sale or disposition to the
payment of any and all amounts which the Client then owes the Bank,
the statutory priority order of application, if any, notwithstanding.
The Client agrees that if any amount still remains unpaid and
outstanding after such application, he shall promptly pay the same to
the Bank. The Bank agrees that if after such application any excess
portion of such net proceeds remains in its hand, it shall promptly
pay the same to the person entitled thereto.
(2) In the event the Client fails to pay the Bank any amount which he
owes the Bank on its due date, the Bank may also take the actions
mentioned in Article 4(1) above or any of them with respect to any of
the Client's movable assets, bills, notes or other securities which
are for the time being in its possession.
Article 5 (Events of Default and Acceleration)
(1) The Client agrees that in case where any of the following Events of
Default occurs at any time with respect to him, any and all amounts
which he may then owe the Bank shall immediately become due and
payable by acceleration without any notice or demand from the Bank,
and he shall promptly pay the same to the Bank:
(i) In the event the Client suspends payment in general or a
petition for his bankruptcy, civil rehabilitation, corporate
reorganization or arrangement or special liquidation is filed
by or against him;
(ii) In the event he is disqualified by any clearing house (tegata
koukanjo) to deal in or with notes or bills; and
(iii) In the event an order or notice of garnishment or attachment,
is dispatched to the Bank at any time with respect to any of
his and/or any of his guarantors' deposits with the Bank and/or
any amount which the Bank then owes the Client or any of his
guarantors.
(2) The Client further agrees that in case where any of the following
Events of Default occurs at any time with respect to him, any and all
amounts which he may then owe the Bank shall, upon the Bank's demand,
immediately become due and payable by acceleration and he shall
promptly pay the same to the Bank:
(i) In the event he fails to pay any amount which he owes the Bank
when it is due;
(ii) In the event any property furnished to the Bank as security or
collateral by or for him becomes subject to an order of
garnishment or attachment, or public auction procedures are
commenced in respect thereof;
(iii) In the event he breaches any of the terms and conditions hereof
between the parties hereto; and
(iv) In the event the Bank has objective reason to believe that it
is otherwise compelled to declare such acceleration for the
protection of any of the claims, rights and interests which it
may have against the Client.
(3) The Client still further agrees that in the event any of the notices
or demands mentioned above given or made to make any mount owed by
him to the Bank immediately due and payable by acceleration is
delayed in delivery or fails to reach its intended recipient due to
any fault on his part including but not limited to his failure to
inform the Bank of his new address in a timely manner, such amount
shall become immediately due and payable by acceleration when such
notice or demand would have reached its intended recipient in the
ordinary course.
Article 6 (Repurchase of Discounted Bills and Notes)
(1) The client agrees that in case where any of the Events of Default
mentioned in Article 5(1) hereof occurs with respect to him at any
time, then he shall promptly buy back from the Bank any and all notes
and bills which he has had discounted by the Bank and which still
remain outstanding then at their respective face value and fully pay
their purchase price to the Bank without any notice or demand from
the Bank, and that in case where the drawer or acceptor of any note
or bill, as the case may be, which he has had discounted by the Bank
fails to pay any amount payable thereunder on its due date or any of
the Events of Default mentioned in Article 5(1) hereof occurs with
respect to such drawer or acceptor then he shall promptly buy back
from the Bank such note and bill at its face value and fully pay its
purchase price to the Bank in cash without any notice of demand from
the Bank.
(2) In addition to the foregoing, in the event the Bank at any time has
objective reason to believe that it is otherwise compelled to do so
for the protection of any of the claims, rights and interests which
it may have under or with respect to any outstanding notes or bills
discounted by the Bank at the request of the Client and on that basis
requests that the Client promptly buy back from the bank all or any
of such notes and bills at their respective face value and fully pay
their purchase price to the bank in cash, then he shall promptly
comply with such request. The Client agrees that in the event any
such request made by the Bank is delayed in delivery or fails to
reach the Client due to any fault on his part of the nature mentioned
in Article 5(3) above, his repurchase obligations with respect to any
relevant notes and bills shall become due and payable when such
request would have reached him in the ordinary course.
(3) Unless and until the Client fully performs his repurchase and payment
obligations under Articles 6(1) and 6(2) above with respect to any
note or bill which he has had discounted by the Bank and which still
remains outstanding, the Bank may exercise
and enforce any and all rights, claims and interests that it may have
as the holder in due course of such note or bill.
(4) The Client agrees that be shall still buy back from the Bank any
notes and bills which he is obliged to buy back from the Bank
hereunder at their respective face value and fully pay their purchase
price to the Bank, notwithstanding the fact that such notes or bills
become null and void due to any failure included therein in the
compliance with any of the applicable statutory requirements and/or
any harmful entry made therein or that the obligations represented
thereby become unenforceable due to any failure in the course of
protecting the rights, claims and interests of the beneficiaries
thereunder.
Article 7 (Setoff by the Bank)
(1) In the event the Client is required to pay any amount to the Bank at
any time, whether on its agreed due date or as a result of
acceleration, as a result of his obligation to buy back any
discounted note or bill or otherwise, the Bank may, at its option,
set off at any time thereafter any amount which it then owes the
Client whether in the form of outstanding deposit or otherwise or
whether the same is then due and payable or not, against the first-
mentioned amount in their equal amounts.
(2) In the event the Bank is entitled at any time to set off any sum
which the Client may then owe the Bank against any portion of the
credit balance of the Client's account with the Bank pursuant to
Article 7(1) above, it may, at its option, withdraw, and the Client
hereby authorizes and empowers the Bank to withdraw on his behalf, an
amount equal to such sum from the Client's account and apply the same
for the payment of such sum on behalf of the Client instead of
exercising its right of setoff.
(3) In the event the Bank at any time sets off any amount which it owes
the Client against any sum due and payable by the Client to the Bank
or withdraws any amount from the Client's account to pay such sum
pursuant to Article 7(1) or 7(2), interest, discount charges, fees
including but not limited to guarantee fees and handling fees,
default interests, liquidation charges, on or with respect to such
amount or sum shall continue to accrue until the date o which the
Bank makes actual calculations for such setoff or withdrawal
purposes. Such interest, discount charges, guarantee fees, default
interests, liquidation charges, if payable thereon, shall continue to
accrue at such reasonable rates as the Bank may then specify in the
absence of any agreement between the parties hereto with respect
thereto. For the purpose of converting any amount expressed in one
currency to
another for such setoff or withdrawal purposes, the foreign exchange
rate between the two currencies involved quoted by the Bank on such
calculation day shall apply.
Article 8 (Setoff by the Client
(1) The Client may, at any time at its option, use all or any part of any
of its deposits with the Bank which are then due and repayable or any
other receivable from the Bank then due and payable to set off any
sum which he may then owe the Bank in their equal amounts, whether
such sum is the due and payable or not, unless he is prohibited by
his agreement with the Bank from making any optional prepayment with
respect to such sum.
(2) In the event the Client at any time desires to exercise his right of
setoff under Article 8(1) above to set off the amount payable by it
under any note or bill which he has had discounted by the Bank at any
time before its maturity date, he may do so by assuming the
obligation to buy such note or bill back from the Bank at its face
value; provided that the Bank shall not have negotiated such note or
bill to any third party by that time.
(3) When the Client at any time sets off any amount which he owes the
Bank against all or any part of any of its deposits with the Bank
which are then due and repayable or any other receivable from the
Bank then due and payable in their equal amounts pursuant to Article
8(1) or 8(2) above, he shall give the Bank written notice to that
effect and promptly present to the Bank the relevant deposit
certificate, other evidence of the Bank's indebtedness and/or
passbook of his account with the Bank.
(4) In the event the Client at any time sets off any amount which he owes
the Bank against any sum due and payable by the Bank to the Client,
interest, discount charges, default interests, premiums, collection
charges and liquidation charges, if payable, on or with respect to
such amount or sum, shall continue to accrue until the date of
receipt by the Bank of the Client's notice of setoff. Such interest,
discount charges, and handling fees, if payable thereon, shall
continue to accrue at such reasonable rates as the Bank may then
specify in the absence of any agreement between the parties hereto
with respect thereto. It is agreed that for the purpose of converting
any amount expressed in one currency to another for such setoff
purposes, the foreign exchange rate between the two currencies
involved quoted by the Bank on the date which the Bank makes actual
calculations for such setoff purposes.
Article 9 (Options Available to the Bank)
In the event any amount which the Client owes the Bank is evidenced by a
note or bill, the Bank may, at its option, enforce the rights, which it
may have against the Client with respect to such amount either in its
capacity as a creditor of the Client's or the holder in due course of
such note or bill or both to collect, recover or set off such amount.
Article 10 (Presentment and Delivery of Bills and Notes)
(1) In the event the Bank chooses to use any amount which the Client
owes it and which is evidenced by a note or bill in its capacity not
as the holder in due course of such note or bill but in its capacity
as a creditor of the Client's to effectuate setoff or deduct any
amount which it then owes the Client pursuant to Article 7, it shall
not be required to return the note or bill to him concurrently with
such setoff.
(2) In the event the Client is entitled to request of the Bank return of
any note or bill as a result of any setoff or withdrawal effected
pursuant to Article 7 or 8, the Client shall visit the Bank to take
such note or bill back from the Bank; provided that if such note or
bill has not yet become due and payable, the Bank may retain the
same in its possession to collect the amount payable thereunder at
its maturity without returning the same to him.
(3) In the event the Bank chooses to use any amount which the Client
owes it and which is evidenced by a note or bill in its capacity as
the holder in due course of such note or bill to set off or deduct
any amount which it then owes the Client pursuant to Article 7, it
shall not be required to present or deliver to him such note or
bill, if (i) the Bank does not know his whereabouts; (ii) the Client
has designated any of the Bank's offices as the place of payment of
such note or bill; (iii) it has objective reason to believe that it
is practically difficult to and deliver such note or bill back to
him; or (iv) it has other justifiable reason to omit its presentment
or delivery to him.
(4) In the event the Client, at any time after any setoff or deduction
pursuant to Article 7 or 8, still owes the Bank any amount which is
immediately due and payable, if there still remains in the
possession of the Bank any note or bill which would have otherwise
been returned and released to the Client has any other person or
entity who could otherwise been held liable thereunder in addition
to the Client, then any Bank may retain such note or bill in its
possession and handle and dispose of the same in accordance with
Article 4.
Article 11 (Designation by the Bank of Order of Application)
In the event it is found at the time of any payment by the Client or any
setoff or deduction made pursuant to Article 7 that any sum paid by the
Client is insufficient to fully pay off any and all amounts which the
Client then owes the Bank, the Bank may apply such sum or credit balance
for the payment of such amounts or any portion thereof in such
application order as it may consider appropriate under the
circumstances, and the Client shall raise no objections whatsoever to
such application; provided that the Bank shall give the Client written
notice of such application promptly thereafter.
Article 12 (Designation by the Client of Order of Application)
(1) If it is found at the time of any setoff made by the Client pursuant
to Article 8 that the then current credit balance of the Client's
account with the Bank is insufficient to fully pay off any and all
amounts which the Client then owes the Bank, the Client may, at his
option, designate by written notice to the Bank, the order in which
to apply such credit balance for the payment of such amounts or any
portion thereof.
(2) In case of absence of such designation, the Bank may, by written
notice to the Client, apply such credit balance for the payment of
the amounts which the Client then owes the Bank or any portion
thereof in such application order as it may consider appropriate
under the circumstances and specify in such notice, and the Client
shall raise no objections whatsoever to such application.
(3) To Article 12(1) above, the Bank may, if it find that compliance
with such designation may cause any difficulty in the course of
protection of the rights, claims and interests which it may have
against the Client, then it shall promptly notify the Client of its
objection thereto in writing and thereupon may apply available funds
or credit balance for the payment of the amounts which he then owes
the Bank or any part thereof in such order of application as it may
consider appropriate in view of all the relevant factors including
but not limited to the quality and value of the assets, if any,
furnished to it as security or collateral by or for the Client, the
quality of the guarantors furnished to it by him, if any, the
liquidity of such security or collateral, their due dates and
prospects for the discounted notes and bills being fully honored on
their respective due dates.
(4) The Bank may, when making any application pursuant to Article 12(2)
or 12(3) above at any time, assume for such application purposes
that any and all amounts which the Client then owes the Bank but
which have not yet become due and payable have nevertheless become
immediately due and payable by acceleration and that with respect to
those outstanding notes and bills which the Bank shall have
discounted or accepted for the Client by that time the Client has
irrevocably and unconditionally undertaken to repurchase them or
make himself subject to the Bank's right of recourse with respect
thereto, should they fail to be honored when due, and the Bank may
effectuate such application in such order of application as it may
consider appropriate under the circumstances.
Article 13 (Risks and Indemnification)
(1) The Client agrees that in the event any notes or bills drawn,
endorsed, accepted, or guaranteed by the Client or any other
instruments executed by him for submission or presentation to the
Bank are lost, destroyed, damaged or delayed in arrival due to any
unavoidable circumstances such as, incidents, calamities, accidents
during transit, he shall pay any and all amounts payable by it
thereunder based on the relevant entries maintained in the Bank's
records including but not limited to its books of account and
vouchers, that he shall, upon the Bank's request, promptly execute
and deliver to the Bank substitute notes, bills or instruments and
that any and all risks of loss or damage with respect to the
foregoing shall always rest with him except those caused by any
fault on the part of the Bank.
(2) The Client agrees that any and all risks of loss or damage caused by
any of the unavoidable circumstances mentioned in Article 13(1)
above to any of the property and assets provided by or for him to
the Bank as security or collateral shall always rest with him except
those caused by any fault on the part of the Bank.
(3) The Client expressly agrees that the Bank may rely on, when
executing any banking transaction with or for him, any and all
notes, bills and other instruments that may be purportedly made,
drawn, executed or accepted by or for the Client, if the Bank is
reasonably satisfied, upon comparison with reasonable care his seal
or signature affixed thereto with his authorized seal or signature
appearing on the up-to-date authorized seal or signature card
submitted by him to and in the possession of the Bank, that his seal
or signature thereunto affixed is his genuine authorized seal or
signature; that he shall indemnify and hold the Bank harmless from
and against any and all losses and damage resulting out of any
forgery or any unauthorized use of his seal or signature or other
irregularity involved in such notes, bills, or instruments
notwithstanding; and that he shall remain to be bound by its
obligations under such notes, bills and instruments in accordance
with the terms and conditions thereof written or printed thereon.
(4) The Client shall be fully and solely liable for any and all costs
and expenses that may be incurred by or for the Bank for the
enforcement or protection of any of the rights, claims and interests
which the Bank may have against the Client hereunder, enforcement or
disposition of any of the property or assets provided by or for him
to the Bank as security or collateral hereunder or those incurred by
the Bank for helping the Client protect any of his own rights,
claims and interests.
Article 14 (Subsequent Changes in Registered Matters)
(1) The Client agrees that when there arises any change in any of the
matters previously registered or notified to or with the Bank
hereunder including but not limited to his authorized seal or
signature, name, corporate name, the name of his representative
officer or any of his authorized signatories and his address, he
shall promptly notify the Bank of such change in writing.
(2) If any notice or other communication issued or sent by the Bank
hereunder to the Client shall have been delayed in delivery or
failed to reach him because of any failure on his part including but
not limited to his failure to notify the Bank of any such change in
a timely manner, the same shall nevertheless be deemed to have
reached him at the time when the same would have otherwise reached
in the ordinary course of mail.
Article 15 (Reporting and Investigation)
(1) The Client agrees that he shall periodically furnish copies of his
latest financial statements such as but without limitation balance
sheets and income statements.
(2) The Client agrees that he shall, from time to time upon the Bank's
request, furnish or render the Bank with such documents, reports,
services and/or facilities as may be consider reasonably necessary
to enable it to check his financial position, operational conditions
and his business performance.
(3) The Client agrees that in the event there arises any substantially
adverse change in his financial position, operational conditions
and/or business performance, he shall promptly notify the Bank
thereof.
Article 16 (Termination)
As long as the Client owes the Bank no outstanding amount of any kind
whatsoever hereunder any more, then he may terminate this Agreement
effective immediately by giving the Bank written notice to that effect.
Article 17 (Court of Competent Jurisdiction and Governing Laws)
(1) This Agreement and any and all transactions made or contemplated
hereunder shall be governed by and construed in accordance with the
laws of Japan.
(2) Any court having jurisdiction over the place where the Bank's head
office or its particular branch office whose name is first above
written is from time to time located shall have the jurisdiction
over any and all legal proceedings that may become necessary to
solve any and all disputes arising out of or in connection with any
transactions made or contemplated hereunder.
N.B.
1. In this Agreement, words importing the singular number only shall
include the plural number, and vice versa; words importing masculine
gender only shall include the feminine gender; and words importing
persons shall include corporations; and
2. This translation is for the convenience purpose only, and, therefore,
in case of any discrepancy or conflict between the original Japanese
text of this Agreement and this translation, the former shall always
prevail.
Letter of Guarantee
Dated:_______________________
To: Messrs. The Sumitomo Bank, Limited
Borrower: (Name of the Corporation)
Asyst Japan, Inc.
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(Address)
Kaneko Dai - 2 Bldg., 2-6-23 Shin-Yokohama, Kohoku-ku Yokohama-shi
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Kanagawa 222-0033
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(By) (Title)
Takezumi Nashiki, Representative Director
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(Signature)
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Guarantor: (Name of the Corporation)
Asyst Technologies, Inc.
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(Address)
48761 Kato Road, Fremont, CA 94538
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(By) (Title)
Douglas McCutcheon
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(Signature)
/s/ Douglas McCutcheon
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I/We, the above-signed guarantor (hereinafter referred to as the "Guarantor")
hereby guarantee to the Bank, jointly and severally with the above-signed
borrower (hereinafter referred to as the "Borrower"), the full and punctual
payment when due of any and all accounts that the Borrower now owes or may
hereafter owe to the Bank under any transaction and/or contracts that the
Borrower has heretofore made or may hereafter make with the Bank, and the
complete observance, fulfillment and performance by the Borrower of all of the
other obligations on its part to be observed, fulfilled or performed thereunder,
all pursuant to the terms and conditions set forth in this Guaranty and in the
Agreement on Bank Transactions ("ABT") between the
Borrower and the Bank dated November 13, 2000, as from time to time amended,
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which are all incorporated herein by this reference and shall constitute an
integral part hereof.
Article 1. The Guarantor's liability hereunder shall not at any time exceed Yen
Three Hundred Million (Yen 300,000,000)
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Article 2. This Guaranty shall remain in full force and affect until and
including December 31, 2001. Without limiting the generality of the foregoing,
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this Guaranty shall cover any and all amounts that the Borrower now owes or may,
at any time on or before such date, owe to the Bank under any transactions
and/or contracts made by and between the Borrower and the Bank at any time
before or after the date hereof. It is expressly agreed that this Guaranty shall
also cover, subject to the limitation of the Guarantor's liability hereunder set
forth in Article 1 hereof, any and all interest, default interest and other
charges that may incur on or with respect to the principal of the amounts
covered by this Guaranty.
Article 3. The Guarantor agrees that it shall not in any way be released from
any of his obligations under this Guaranty if the Bank, at any time at its sole
discretion, permits any change to be made to or release any of the collateral
and/or guarantees provided by the Borrower or any third party hereunder.
Article 4. The Guarantor agrees that it shall not be entitled to claim that
set-off be made between any amount which the Borrower may owe to the Bank and
any amounts which the Borrower may have on deposit or account with the Bank.
Article 5. The Guarantor agrees that it shall not be entitled to exercise any
right of subrogation which it may acquire due to its payment of any or all of
the Borrower's obligations without the Bank's prior consent as long as the
Borrower continues to deal with the Bank and that in the event the Guarantor is
so requested by the Bank at any time during the term hereof, the Guarantor shall
assign to the Bank free of charge any right, lien and/or priority to which it
may be entitled against the Borrower or any of its assets.
Article 6.
6.1 The Guarantor agrees and acknowledges that no other guaranty, if any,
provided by the Guarantor to the Bank with respect to any other obligation of
the Borrower to the Bank under any other contract or agreement shall in any way
be affected by this Guaranty, and that if, at the time of execution and delivery
of this Guaranty, any other guaranty in the form of limited guaranty shall have
already been provided to the Bank by the Guarantor in connection with any
transaction made or contemplated between the Borrower and the Bank, the amount
covered by this Guaranty shall not be deemed to be a party of, but be deemed in
addition to such limited guaranty for the purpose of such limited guaranty.
6.2 The Guarantor further agrees and acknowledges that the same shall apply in
case where the Guarantor provides any other or further guaranty to the Bank at
any time in the future in connection with any transaction made or contemplated
between the Bank and the Borrower.
(All questions that may arise within or without courts of law in regard to the
meaning of the words, provisions and stipulations of this Guarantee shall be
decided in accordance with the Japanese text.)