\n Designated deposit account Current account
\n (Account for Receiving ————— [SEAL]
\n Deposit and to be Charged
\n for Repayment) ORDINARY DEPOSIT No.4973344
\n———————————————————– ——————
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n[DAMAGES FROM PREPAYMENTS, ETC.]<\/p>\n
Notwithstanding Article 6 of Terms and Conditions below, in case I\/we make
\nprepayments in special occasions with your Bank’s consent, or, in case I\/we
\nbecome obligated for the immediate payment due and payable due to the
\nacceleration pursuant to Article 5, if the rate of interest available to the
\nBank for investment of funds in the amount equal to the amount of such
\nprepayment or the outstanding amount of overdraft at the point of acceleration
\n(hereinafter referred to as “amount of repayment, etc.”), for the period from
\nand including the day on which the prepayment is made or the day on which I\/we
\nare obligated for the accelerated payment until the overdraft repayment date (or
\nthe next interest rate reset date, if applicable) (hereinafter referred to as
\nremaining period), is lower than the rate of interest applicable to the
\noverdraft on the day on which the prepayment is made or the day on which I\/we
\nare obligated for the accelerated payment, I\/we shall pay your Bank as damages
\nthe amount obtained by multiplying the amount of repayment, etc. by the
\ndifference between the two rates of interest and by the remaining period.
\nCalculation of such damages shall be made on the actual number of days on a
\n365-day year basis<\/p>\n
[Terms and Conditions]
\nArticle 1. (Expiration)<\/p>\n
The overdraft transactions under this Agreement shall be available
\n for one year from the date hereof; however, if no intention to
\n terminate this Agreement is expressed by me\/us or your Bank by the
\n date one month prior to the expiration of this Agreement, this
\n Agreement will be renewed for a further period of one year and the
\n same shall apply thereafter.<\/p>\n
Article 2. (Transaction Procedure)<\/p>\n
1. I\/we agree to submit an application to open a Current Overdraft
\n Account (Exclusive Use) specifically for the purpose of entering
\n into current account overdraft transactions under this Agreement.<\/p>\n
2. Under this Agreement, transactions will be restricted to current
\n account overdraft only. This account shall not be used to
\n draw\/accept checks\/bills and notes or for automatic payment of
\n utilities, etc.<\/p>\n
3. By submitting a withdrawal slip (provided by your Bank) to your
\n Bank, whereby your Bank will credit the Account for Receiving
\n Deposits as specified above by the amount stated on the
\n withdrawal slip, the overdraft transactions shall be made. In the
\n event that I\/we have plural number of Current Overdraft Accounts
\n (Exclusive Use) with your Bank, the account to be used shall be
\n designated by me\/us with your Bank’s consent.<\/p>\n
Article 3. (Interest and Damages)<\/p>\n
1. The rate of interest on overdraft is based on market interest
\n rates and is a reference rate that have been determined
\n separately between me\/us and your Bank (hereinafter referred to
\n as the base rate) plus spread, and the period of interest rate
\n reset and method of interest payment will be determined between
\n me\/us and your Bank. I\/we shall deposit the amount of interest
\n payable by the due date into the Account to be Charged for
\n Repayment as specified above, and your Bank may withdraw the
\n applicable amount from the account without any check, ordinary
\n deposit passbook or withdrawal slip and may apply such amount for
\n the satisfaction of the amount due.<\/p>\n
2. Damages on overdraft shall be as set forth below, and as in the
\n case of interest above, your Bank may withdraw the applicable
\n amount from the Account to be Charged for Repayment as specified
\n above for the satisfaction of the amount due.<\/p>\n
Article 4. (Repayment)<\/p>\n
1. The method of repayment of principal and payment of interest,
\n etc. is as stipulated in the application to open a Current
\n Overdraft Account (Exclusive Use).<\/p>\n
2. Overdraft repayments shall be made by book transfer on the date
\n of repayment of principal, and your Bank may omit the prescribed
\n procedures and withdraw the applicable amount from the Account to
\n be Charged for Repayment as specified above and may apply such
\n amount for the satisfaction of the amount due. In the event that
\n this repayment method will not apply, I\/we shall abide by your
\n Bank’s <\/p>\n
instructions. If the balance in the Account to be Charged for
\n Repayment as specified above is insufficient to meet the amount
\n for repayment. I\/we shall immediately deposit the necessary funds
\n upon your Bank’s notification. In the event that the deposit of
\n funds is delayed, your Bank is entitled to debit the account in
\n the same manner at any time after it has been credited.<\/p>\n
Article 5. (Acceleration of Payment)<\/p>\n
1. In case any one of the following events occurs to me\/us, the
\n principal amount of overdraft and interest thereon shall
\n immediately become due and payable without any notice or
\n demand, etc., from your Bank, and I\/we shall pay such
\n principal and interest forthwith.<\/p>\n
(1) When I\/we have become unable to pay debts or obligations or
\n application or petition is submitted for bankruptcy,
\n commencement of composition of creditors, commencement of
\n corporate reorganization proceedings, commencement of
\n company arrangement, or commencement of special liquidation.<\/p>\n
(2) When the Clearing House in observance of its rules takes
\n procedures for suspension of my\/our transactions with banks
\n and similar institutions.<\/p>\n
(3) When order or notice of provisional attachment,
\n preservative attachment or attachment is dispatched in
\n respect of my\/our or the guarantor’s deposits and\/or any
\n other credits with your Bank and such attachment or other
\n court order of enforcement is not dismissed, discharged,
\n stayed or restrained in each case within 30 days after the
\n date of issue thereof.<\/p>\n
(4) When my\/our whereabouts become unknown to your Bank after
\n due diligence and for a period longer than 30 days due to
\n my\/our failure to notify your Bank of change of my\/our
\n address or any other causes attributable to me\/us.<\/p>\n
2. In any of the following cases, if such event continues
\n unremedied for a period of 30 days after written notice
\n thereof have been given to me\/us by your Bank, upon the
\n expiration of such 30 day period, the principal amount of
\n overdraft and interest thereon shall become due and
\n payable, and I\/we shall pay such principal and interest
\n forthwith, provided, however, that, in case such event is
\n incapable of remedy, any and all obligations I\/we owe to
\n your Bank shall immediately become due and payable upon
\n your Bank’s demand.<\/p>\n
(1) When I\/we fail to pay any of my\/our obligations to your
\n Bank when it is due.<\/p>\n
(2) When property offered to your Bank as security is attached
\n or public auction procedures is commenced in respect of such
\n property.<\/p>\n
(3) When I\/we violate the stipulations of a transaction with
\n your Bank except to the extent such violation may
\n reasonably be regarded as immaterial in terms of my\/our
\n ability to perform my\/our payment obligations to your Bank.<\/p>\n
(4) When the guarantor falls under any one of the items of the
\n preceding Paragraph or this Paragraph.<\/p>\n
(5) When there is a change in the business condition (financial
\n or otherwise), operations, performance or prospects of
\n me\/us since the date at which my\/our most recent audited
\n financial statements were stated to be prepared which has a
\n material adverse effect on the ability of me\/us to perform,
\n or comply with, my\/our obligations to your Bank.<\/p>\n
Article 6. (Prepayment, etc.)<\/p>\n
Prepayment may only be made if all of the following conditions
\n are met, and with your Bank’s consent.<\/p>\n
(1) If an interest rate is to be reset periodically from the
\n date of overdraft prospective on the application for use of
\n overdraft facility, and the relevant repayment is made on
\n the interest rate reset date.<\/p>\n
(2) If your Bank has been notified of my\/our intention to repay
\n by the business day preceding the date of the relevant
\n repayment.<\/p>\n
Article 7. (Rate of Damages for Delay)
\n Damages I\/we shall pay to your Bank in the event of my\/our
\n failure to perform my\/our obligations owed to your Bank shall
\n be calculated at the rate of Japanese Yen TIBOR quoted by your
\n Bank for the period selected by your Bank plus two percent (2%)
\n per annum, provided, however, that I\/we shall pay to your Bank
\n damages only if I\/we fail to perform my\/our material obligations
\n to your Bank including, without limitation, my\/our obligations
\n to pay principal, interest, prepayment premium, and damages.
\n Damages are to be calculated on the actual number of days on a
\n 365-day year basis for<\/p>\n
Article 8. (Reduction, Suspension and Termination)<\/p>\n
(1) In the event there is any change in the financial conditions
\n or if it becomes necessary for your Bank to preserve your
\n Bank’s rights or if there exists any other reasonable
\n causes, your Bank may at any time reduce the Maximum
\n Aggregate amount of overdraft, suspend the overdraft
\n facility or terminate this Agreement, notwithstanding
\n Article 1 of this agreement.<\/p>\n
(2) When the transaction pursuant to this Agreement is
\n terminated or when the overdraft facility is suspended, I\/we
\n shall immediately pay the principal amount of overdraft and
\n interest thereon. Further, when the Maximum Aggregate amount
\n of overdraft is reduced, I\/we shall immediately pay the
\n amount of overdraft exceeding the reduced maximum amount.<\/p>\n
End<\/p>\n
(This English translation is for convenience only. Any and all questions that
\nmay arise in regard to the meaning of the words, provisions and stipulations of
\nthis Agreement shall be interpreted in accordance with the Japanese original.)<\/p>\n
GUARANTY<\/p>\n
GUARANTY dated as of October 3, 2001 made by VERITAS Software Global
\nCorporation, a corporation organized under the laws of Delaware (the “A
\nGuarantor”) and VERITAS Operating Corporation, a corporation organized under the
\nlaws of Delaware (the “B Guarantor”), and VERITAS Software Corporation, a
\ncorporation organized under the laws of Delaware (the “C Guarantor”) in favor of
\nTHE FUJI BANK, LIMITED (the “Bank”).<\/p>\n
The A Guarantor, B Guarantor and C Guarantor shall be jointly and
\nseverally liable hereunder, and the term “Guarantor” wherever used herein shall
\nbe construed to refer separately to each of the A Guarantor, B Guarantor and the
\nC Guarantor or collectively to both of the A Guarantor, B Guarantor and the C
\nGuarantor as the case may be.<\/p>\n
PRELIMINARY STATEMENTS: The Bank has entered, or may from time to time
\nenter, into agreements or arrangements with VERITS Software KK, a corporation
\norganized under the laws of Japan, (the “Counterparty”), providing for credit
\nextensions or financial accommodations to the Counterparty of any kind
\nwhatsoever, including but not limited to the making of loans, advances or
\noverdrafts, whether or not secured, discount or purchase of notes, securities or
\nother instruments or property, creation of acceptances, issuance or confirmation
\nof letters of credit, guaranties or indemnities, entering into foreign exchange
\ncontracts or interest rate or currency swap or protection agreements or any
\nother kind of contract or agreement under which the Counterparty may be indebted
\nto the Bank in any manner (all of the foregoing agreements or arrangements being
\nthe “Transactions” and any writing evidencing, supporting or securing a
\nTransaction being a “Transaction Document”). The Guarantor owns 100%, 100% and
\n100%, respectively, of the stock or other ownership interests of the
\nCounterparty and is financially interested in its affairs.<\/p>\n
Therefore, in consideration of the Guaranty and in order to induce the
\nBank to enter into or extend credit or give financial accommodation with respect
\nto the Transactions, the Guarantor agrees as follows:<\/p>\n
SECTION 1. GUARANTY OF PAYMENT. The Guarantor unconditionally,
\nirrevocably, jointly and severally guarantees to the Bank and its successors,
\nendorsees, transferees and assigns, as primary obligor and not merely as surety,
\nthe punctual payment of all sums now owing or that may in the future be owing by
\nthe Counterparty with respect to the Transactions, when the same are due and
\npayable, whether on demand, at stated maturity, by acceleration or otherwise,
\nand whether for principal, interest (including, without limitation, default
\ninterest), purchase price, margin or additional payments, fees, expenses, cost
\nof replacement transactions, indemnification or otherwise (all of the foregoing
\nsums being the “Liabilities”) (; provided, however, that the obligations of the
\nGuarantor hereunder shall not exceed at any one time with respect to the
\naggregate principal amount of the Transactions the sum of One Billion Japanese
\nYen). The Liabilities include, without limitation, interest accruing after the
\ncommencement of a proceeding under bankruptcy, insolvency or similar laws of any
\njurisdiction at the rate or rates provided in the Transaction Documents. This
\nGuaranty is a guaranty of payment and not of collection only. The Bank shall not
\nbe required to exhaust any right or remedy or take any action against the
\nCounterparty or any other person or entity or any collateral. The Guarantor
\nagrees that, as between the Guarantor and the Bank, the Liabilities may be
\ndeclared to be due and payable for the purposes of this Guaranty,
\nnotwithstanding any stay, injunction or other prohibition that may prevent,
\ndelay or vitiate any declaration as regards the Counterparty and that in the
\nevent of a declaration or attempted declaration, the Liabilities shall
\nimmediately become due and payable by the Guarantor for the purposes of the
\nGuaranty.<\/p>\n
SECTION 2. GUARANTY ABSOLUTE. The Guarantor guarantees that the
\nLiabilities shall be paid strictly in accordance with the terms of the
\nTransactions regardless of any law, regulation or order now or hereafter in
\neffect in any jurisdiction affecting any of such terms or the rights of the Bank
\nwith respect thereto. The liability of the Guarantor under this Guaranty is
\nabsolute and <\/p>\n
1<\/p>\n
unconditional irrespective of: (a) any change in the time, manner or place of
\npayment, of or in any terms of, all or any of the Transaction Documents or
\nLiabilities, or any other amendment or waiver of or any consent to departure
\nfrom any of the terms of any Transaction Document or Liability; (b) any
\nrelease or amendment or waiver of, or consent to departure from, any other
\nguaranty or support document, or any exchange, release or nonperfection of any
\nsecurity or collateral, for all or any of the Transaction Documents or
\nLiabilities; (c) any present or future law, regulation or order of any
\njurisdiction (whether of right or in fact) or of any agency thereof purporting
\nto reduce, amend, restructure or otherwise affect any term of any Transaction
\nDocument or Liability; (d) without being limited by the foregoing, any lack of
\nvalidity or enforceability of any Transaction Document or Liability or any
\nfailure to receive any governmental approval relating thereto; (e) any other
\ndefense whatsoever that might constitute a defense available to, or discharge
\nof, the Counterparty or a guarantor (including, without limitation, the
\nbankruptcy or, reorganization of the Counterparty). If any guarantor (including
\nthe Guarantor) has provided or hereafter provides you with any guaranty or
\nsecurity for the transactions between the Bank and the Counterparty, other than
\nthis Guaranty, such guaranty or security shall not be changed, modified or
\naffected in any way whatsoever by this Guaranty. In furtherance and not in
\nlimitation of the foregoing, if any guarantor has provided or hereafter
\nprovides the Bank with any other guaranty or security with a limitation in
\namount, this Guaranty shall be in addition to and shall not be reduced by such
\nlimit.<\/p>\n
SECTION 3. GUARANTY IRREVOCABLE. This Guaranty is a continuing guaranty
\nand shall remain in full force and effect until payment in full of all
\nLiabilities and other amounts payable under this Guaranty and until the
\nTransactions are no longer in effect.<\/p>\n
SECTION 4. REINSTATEMENT. This Guaranty shall continue to be effective or
\nbe reinstated, as the case may be, if at any time any payment of any of the
\nLiabilities is rescinded or must otherwise be returned by the Bank on the
\ninsolvency, bankruptcy or reorganization of the Counterparty or otherwise, all
\nas though the payment had not been made.<\/p>\n
SECTION 5. SUBROGATION. The Guarantor shall not exercise any rights that it
\nmay acquire by way of subrogation, by any payment made under this Guaranty or
\notherwise, until all the Liabilities have been paid in full and the Transactions
\nare no longer in effect. If any amount is paid to the Guarantor on account of
\nsubrogation rights under this Guaranty at any time when all the Liabilities have
\nnot been paid in full, the amount shall be held in trust for the benefit of the
\nBank and shall be promptly paid to the Bank to be credited and applied to the
\nLiabilities, whether matured or unmatured or absolute or contingent, in
\naccordance with the terms of the Transactions. If the Guarantor makes payment to
\nthe Bank of all or any part of the Liabilities and all the Liabilities are paid
\nin full and the Transactions are not longer in effect, the Bank shall, at the
\nGuarantor’s request, execute and deliver to the Guarantor appropriate documents,
\nwithout recourse and without representation or warranty, necessary to evidence
\nthe transfer by subrogation to the Guarantor of an interest in the Liabilities
\nresulting from the payment.<\/p>\n
SECTION 6. SUBORDINATION. Without limiting the Bank’s right under any other
\nagreement, any liabilities owed by the Counterparty to the Guarantor in
\nconnection with any extension of credit or financial accommodation by the
\nGuarantor to or for the account of the Counterparty, including but not limited
\nto interest accruing at the agreed contract rate after the commencement of a
\nbankruptcy or similar proceeding, are hereby subordinated to the Liabilities,
\nand such liabilities of the Counterparty to the Guarantor, if the Bank so
\nrequests, shall be collected, enforced and received by the Guarantor as trustee
\nfor the Bank and shall be paid over to the Bank on account of the Liabilities
\nbut without reducing or affecting in any manner the liability of the Guarantor
\nunder the other provisions of the Guaranty.<\/p>\n
SECTION 7. PAYMENTS GENERALLY. All payments by the Guarantor shall be made
\nin the manner, at the place and in the currency (the “Payment Currency”)
\nrequired by the Transaction Documents and payment in the Payment Currency shall
\nbe of the essence; provided, however,<\/p>\n
2<\/p>\n
that (if the Payment Currency is other than Japanese Yen) the Guarantor may, at
\nits option (or, if for any reason whatsoever the Guarantor is unable to effect
\npayments in the foregoing manner, the Guarantor shall be obligated to) pay to
\nthe Bank at its principal office the equivalent amount in Japanese Yen computed
\nat the selling rate chosen by the Bank, or most recently in effect on or prior
\nto the date the Liability becomes due, for cable transfers of the Payment
\nCurrency to the place where the Liability is payable. The Guarantor’s
\nobligation in respect of any sum due from it to the Bank hereunder shall,
\nnotwithstanding any payment in a currency other than the Payment Currency, be
\ndischarged only to the extent that on the Business Day following receipt by the
\nBank of any sum in such other currency the Bank may in accordance with normal
\nbanking procedures purchase the Payment Currency with such other currency: if
\nthe aggregate amount of the Payment Currency so purchased is less than the sum
\noriginally due to the Bank in the Payment Currency, the Guarantor agrees, as a
\nseparate obligation, to indemnify the Bank against such loss.<\/p>\n
SECTION 8. CERTAIN TAXES. (a) The Guarantor further agrees that all
\npayments to be made hereunder shall be made without setoff or counterclaim and
\nfree and clear of, and without deduction for, any taxes, levies, imposts,
\nduties, charges, fees, deductions, withholdings or restrictions or conditions
\nof any nature whatsoever now or hereafter imposed, levied, collected, withheld
\nor assessed by any country or by any political subdivision or taxing authority
\nthereof or therein (“Taxes”), but excluding taxes imposed on income or capital
\nof the Bank by the jurisdiction (or any political subdivision thereof) under
\nthe laws of which the Bank is organized, or in which its principal place of
\nbusiness or lending office is located.<\/p>\n
(b) If the Guarantor shall be required by law to withhold any Taxes from
\nany amounts payable to the bank hereunder, (i) the amounts so payable to the
\nBank shall be increased to the extent necessary to yield to the Bank (after
\npayment of all Taxes) the amounts payable hereunder in the full amounts so to
\nbe paid, (ii) the Guarantor shall make such withholdings, and (iii) the
\nGuarantor shall pay the full amount withheld to the relevant tax or other
\nauthority in accordance with applicable law. Whenever any Tax is paid by the
\nGuarantor, as promptly as possible thereafter the Guarantor shall send the Bank
\nan official receipt showing payment thereof, together with such additional
\ndocumentary evidence as may be required from time to time by the Bank.<\/p>\n
(c) In addition, the Guarantor agrees to pay any present or future stamp
\nor documentary taxes or any other excise or property taxes, charges or similar
\nlevies that arise from any payment made hereunder or form the execution,
\ndelivery, registration, performance and enforcement of this Guaranty
\n(hereinafter referred to as “Other Taxes”).<\/p>\n
(d) The Guarantor will indemnify the bank for, and reimburse the Bank
\npromptly upon demand, the full amount of any Taxes or Other Taxes (including,
\nwithout limitation, any Taxes or other Taxes imposed by any jurisdiction on
\namounts payable under this Section) paid by the bank (as the case may be), and
\nany liability (including penalties, interests and expenses) arising therefrom
\nor with respect thereto, whether or not such Taxes or Other Taxes were
\ncorrectly and legally asserted.<\/p>\n
(e) Without prejudice to the survival of any other agreement of the
\nGuarantor hereunder, the agreements and obligations of the Guarantor contained
\nin this Section shall survive the payment in full of all amounts due on the
\nTransactions.<\/p>\n
SECTION 9. REPRESENTATIONS AND WARRANTIES. (a) The Guarantor represents
\nand warrants that the execution, delivery and performance of this Guaranty: (i)
\nhas been duly authorized by all necessary corporate action; (ii) does not
\nviolate any agreement, instrument, law, regulation or order applicable to the
\nGuarantor or its charter or bylaws; (iii) to its best knowledge and belief does
\nnot require the consent or approval of any person or entity, including but not
\nlimited to any governmental authority, or any notice or filing or registration
\nof any kind; and (iv) is the legal, <\/p>\n
3<\/p>\n
valid and binding obligation of the Guarantor enforceable against the Guarantor
\nin accordance with its terms, except to the extent that enforcement may be
\nlimited by applicable bankruptcy, insolvency and other similar laws affecting
\ncreditors’ rights generally or by general principles of equity.<\/p>\n
(b) The Guarantor is a corporation duly organized and validly existing
\nunder the laws of the jurisdiction as heretofore mentioned, and has all
\nrequisite corporate power and authority to conduct its business, to own its
\nproperties and to execute and deliver, and perform all of its obligations under,
\nthis Guaranty.<\/p>\n
(c) There are no actions, suits or proceedings pending or, to the
\nknowledge of the Guarantor, threatened against or affecting the Guarantor before
\nany court, governmental agency or arbitrator, that may, in any one case or in
\nthe aggregate, materially adversely affect the financial condition, operations,
\nproperties or business of the Guarantor or the ability of the Guarantor to
\nperform its obligations under this Guaranty.<\/p>\n
SECTION 10. COVENANTS. For so long as this Guaranty remains in effect,
\nthe Guarantor will:<\/p>\n
(a) Maintain ownership of the voting shares or other ownership interests
\nof the Counterparty at the ratio heretofore mentioned; and<\/p>\n
(b) Furnish to the Bank, or cause the Counterparty to furnish to the
\nBank, such information respecting the condition or operations, financial or
\notherwise, of the Guarantor or the Counterparty, as the Bank may from time to
\ntime reasonably request.<\/p>\n
SECTION 11. REMEDIES GENERALLY. The remedies provided in this Guaranty
\nare cumulative and not exclusive of any remedies provided by law.<\/p>\n
SECTION 12. SETOFF. The Guarantor agrees that, in addition to (and
\nwithout limitation of) any right of setoff, banker’s lien or counterclaim the
\nBank may otherwise have, the Bank shall be entitled, at its option, to offset
\nbalances (general or special, time or demand, provisional or final) held by it
\nfor the account of the Guarantor at any of the Bank’s offices, in Japanese Yen
\nor in any other currency, against any amount payable by the Guarantor under this
\nGuaranty that is not paid when due (regardless of whether such balances are then
\ndue to the Guarantor), in which case it shall promptly notify the Guarantor
\nthereof; provided that the Bank’s failure to give such notice shall not affect
\nthe validity thereof. The Guarantor shall not set off its guaranty obligations
\nhereunder against any deposits or other credits of itself or the Counterparty
\nwith the Bank.<\/p>\n
SECTION 13. FORMALITIES. The Guarantor waives presentment, notice of
\ndishonor, protest, notice of acceptance of this Guaranty or incurrence of any
\nLiability and any other formality with respect to any of the Liabilities of
\nthis Guaranty.<\/p>\n
SECTION 14. AMENDMENTS AND WAIVERS. No amendment or waiver of any
\nprovision of this Guaranty, nor consent to any departure by the Guarantor
\ntherefrom, shall be effective unless it is in writing and signed by the Bank,
\nand then the waiver or consent shall be effective only in the specific instance
\nand for the specific purpose for which given. No failure on the part of the Bank
\nto exercise, and no delay in exercising, any right under this Guaranty shall
\noperate as a waiver or preclude any other or further exercise thereof or the
\nexercise of any other right.<\/p>\n
SECTION 15. EXPENSES. The Guarantor shall reimburse the Bank on demand
\nfor all costs, expenses and charges, including without limitation fees and
\ncharges of external legal counsel, for the Bank in connection with the
\nperformance or enforcement of this Guaranty. The obligations of the Guarantor
\nunder this Section shall survive the termination of this Guaranty.<\/p>\n
4<\/p>\n
SECTION 16. ASSIGNMENT. This Guaranty shall be binding on, and shall inure
\nto the benefit of the Guarantor, the Bank and their respective successors and
\nassigns, provided that the Guarantor may not assign or transfer its rights or
\nobligations under this Guaranty. Except to the extent restricted by the
\nrelevant Transaction Documents, the Bank may assign, sell participations in or
\notherwise transfer, with the approval of the Guarantor, which shall not be
\nunreasonably withheld, its rights with respect to the Transactions and the
\nTransaction Documents to any other person or entity and the other person or
\nentity shall then become vested with all the rights granted to the Bank in this
\nGuaranty or otherwise.<\/p>\n
SECTION 17. CAPTIONS. The headings and captions in this Guaranty are for
\nconvenience only and shall not affect the interpretation or construction of
\nthis Guaranty.<\/p>\n
SECTION 18. GOVERNING LAW, ETC. THIS GUARANTY SHALL BE GOVERNED BY THE
\nLAWS OF JAPAN. THE GUARANTOR CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE
\nTOKYO DISTRICT COURT. THE GUARANTOR WAIVES ANY RIGHT THE GUARANTOR MAY HAVE TO
\nJURY TRIAL. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY
\nIMMUNITY FROM JURISDICTION OR ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM
\nSERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
\nOF A JUDGMENT, EXECUTION OR OTHERWISE), THE GUARANTOR HEREBY IRREVOCABLY WAIVES
\nSUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.<\/p>\n
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
\nand delivered by its duly authorized officer.<\/p>\n
GUARANTOR: GUARANTOR:
\nVERITAS Software Global Corporation VERITAS Operating Corporation<\/p>\n
By: \/s\/ KEVIN OLSON SIGNATURE By: \/s\/ KEVIN OLSON SIGNATURE
\n ——————— VERIFIED ——————– VERIFIED
\n ——— ———
\nName: Kevin Olson MAHO Name: Kevin Olson MAHO
\nTitle: Treasurer Title: Treasurer<\/p>\n
GUARANTOR:
\nVERITAS Software Corporation<\/p>\n
By: \/s\/ KEVIN OLSON SIGNATURE
\n ——————— VERIFIED
\n ———
\nName: Kevin Olson MAHO
\nTitle: Treasurer<\/p>\n
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