Common use of Successor Entity Clause in Contracts

Successor Entity. In the event a successor entity assumes all the obligations of the Company under this Security (and the Guarantor`s obligations under the Guarantor as otherwise permitted under the Indenture), pursuant to the terms hereof and of the Indenture, the Company shall be released from all such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of this Security (i) the due and punctual payment of the principal of and interest (including Liquidated Damages and Additional Taxes, if any) on this Security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise, according to the terms of this Security and of the Indenture and (ii) any other obligations the Company may have under the Indenture or the Registration Rights Agreement. This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that in the case of default by the Company in the payment of any such principal or interest (including Liquidated Damages and Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under the Indenture or this Security shall constitute an event of default under this Guarantee, and shall entitle the Holder of this Security to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Guarantor shall be subrogated to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in full.

Successor Entity. In the event a successor entity assumes all Seller’s principal(s), officer(s) or director(s), during the obligations Term of the Company this Agreement or while Seller remains liable to Purchaser for any Obligations under this Security (Agreement, directly or in conjunction with any other person, cause to be formed a new entity or otherwise become associated with any newly formed or existing entity, whether corporate, partnership, limited liability company or otherwise and the Guarantor`s obligations under the Guarantor as otherwise permitted under the Indenture), pursuant to the terms hereof and of the Indenture, the Company shall be released from all such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of this Security said entity (i) the due and punctual payment of the principal of and interest (including Liquidated Damages and Additional Taxes, if any) on this Security, when and as is in the same shall become due and payableor similar business as Seller, whether at maturity or upon redemption or upon declaration of acceleration or otherwise, according to the terms of this Security and of the Indenture and (ii) utilizes any of Seller’s assets of any description, and/or (iii) provides the same or similar products or services to Seller’s Accounts as Seller provides, such entity shall be deemed to have expressly assumed the Obligations Seller owes Purchaser under this Agreement unless Purchaser is first notified of such association and expressly consents, in writing to a waiver of Purchaser’s rights under this section. With respect to each such entity, Purchaser shall be deemed to have been granted an irrevocable power of attorney with authority to file, naming such newly formed or existing entity, a new UCC I financing statement naming such entity as Debtor, and to have it filed with any and all appropriate secretaries of state or other obligations the Company may have under the Indenture UCC filing offices. Purchaser shall be held harmless by Seller and its principals, officers or the Registration Rights Agreement. This Guarantee is directors and be relieved of any liability as a guarantee result of payment not of collection. The Guarantor agrees that in the case of default by the Company in the payment Purchaser’s filing of any such principal or interest (including Liquidated Damages and Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture financing statement or the Registration Rights Agreementresulting perfection of its ownership or Security Interest in such entity’s assets. In addition, any invalidity, irregularity or unenforceability of this Security (or Purchaser shall have the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Companynotify such entity’s Account Debtors of Purchaser’s rights, protest or notice with respect including without limitation, Purchaser’s right to this Security or the Indebtedness evidenced hereby and collect all demands whatsoeverAccounts, and covenants that this Guarantee will not be discharged as to this Security except by payment in full notify any creditor of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under the Indenture or this Security shall constitute an event of default under this Guarantee, and shall entitle the Holder of this Security to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Guarantor shall be subrogated to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, such entity that the Guarantor hereby waives any and all Purchaser has rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to in such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in fullentity’s assets.

Successor Entity. In the event a successor entity assumes all the obligations (a) Subject to subsection (c) of the Company under this Security (and the Guarantor`s obligations under the Guarantor as otherwise permitted under the Indenture), pursuant to the terms hereof and of the Indenturesection, the Company shall be released from all such obligations. M-Systems Flash Disk Pioneers Ltd. Public Corporation will not consummate any transaction (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder whether by way of this Security (i) the due and punctual payment of the principal of and interest (including Liquidated Damages and Additional Taxesreconstruction, if any) on this Securityreorganization, when and as the same shall become due and payableconsolidation, whether at maturity or upon redemption or upon declaration of acceleration merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, according to property and assets would become the terms property of this Security and of the Indenture and (ii) any other obligations the Company may have under the Indenture or the Registration Rights Agreement. This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that Person or, in the case of default by the Company in the payment of any such principal or interest (including Liquidated Damages and Additional Tax Amountsa merger, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, continuing Person resulting therefrom unless: (i) such other Person (the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement“Successor Entity”), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under the Indenture or this Security shall constitute an event of default under this Guarantee, and shall entitle the Holder of this Security to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Guarantor shall be subrogated to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or otherwisecontemporaneously with the consummation of such transaction, upon making any payment an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Successor Entity of liability for all amounts payable and property deliverable hereunder (i) and the covenant of such Successor Entity to pay and deliver or cause to be subrogated delivered the same and its agreement to observe and perform all the rights covenants and obligations of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or Public Corporation under this Agreement; and (ii) such transaction shall be upon such terms and conditions as substantially to receive preserve and not to impair in any payment material respect any of the rights, duties, powers and authorities of the other Parties hereunder or of the Exchangeable Shareholders. (b) Whenever the conditions of subsection (a) of this section have been duly observed and performed, if required by such, the Successor Entity and the other Parties hereto then existing will execute and deliver the supplemental agreement provided for herein and thereupon the Successor Entity will possess and from time to time may exercise each and every fight and power and will be subject to each and every obligation of the Public Corporation under this Agreement in the nature name of contribution the Public Corporation or for otherwise and any other reasonact or proceeding under any provision of this Agreement required to be done or performed by the Public Corporation or any officer of the Public Corporation may be done and performed with like force and effect by the directors or officers of such Successor Entity. (c) Nothing herein will be construed as preventing the merger or similar transaction of any wholly-owned direct or indirect Subsidiary of the Public Corporation with or into the Public Corporation or the winding-up, from liquidation or dissolution of any other obligor with respect wholly-owned subsidiary entity of the Public Corporation provided that all of the assets of such Subsidiary entity are transferred to such payment, in each case, until the principal Public Corporation or another wholly-owned direct or indirect Subsidiary entity of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in fullthe Public Corporation.

Successor Entity. In the event a successor entity assumes The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby all the obligations or substantially all of the Company under this Security undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the Guarantor`s obligations under successor entity, as applicable, shall have executed such instruments and done such things as in the Guarantor as otherwise permitted under the Indenture), pursuant to the terms hereof and opinion of the Indenture, Agent are necessary or advisable to establish that upon the Company shall be released from all consummation of such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of this Security transaction: (i) the due successor entity shall have assumed all the covenants and punctual payment obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the principal of successor entity entitling the Agent and interest the Lenders, as against the successor entity, to exercise all their rights thereunder; (including Liquidated Damages iii) the rights and Additional Taxes, if anybenefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) on this Security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise, according legal opinions satisfactory to the terms of this Security and of Agent confirming the Indenture matters set forth in Sections 17.1(b)(i) and (ii) any other obligations the Company may have under the Indenture above are provided by Borrower’s Counsel; (c) no Default or the Registration Rights Agreement. This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that in the case of default by the Company in the payment of any such principal or interest (including Liquidated Damages and Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under is subsisting or would occur after giving effect to such transaction; and (d) the Indenture or this Security shall constitute an event of default under this GuaranteeLenders, and shall entitle acting reasonably, are satisfied with the Holder of this Security to accelerate the obligations creditworthiness of the Guarantor hereunder in successor entity, provided that the same manner and Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary, the Borrower or the Trust, if the senior unsecured long term debt of the successor entity, the Borrower or the Trust, as applicable, is rated equal to or above Investment Grade immediately prior to the same extent as the obligations effective date of the Company. The Guarantor shall transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be subrogated equal to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant or above Investment Grade after giving effect to the provisions transaction. Notwithstanding the foregoing, the Trust will be permitted to reorganize itself and its Subsidiaries in response to Xxxx C-52 regarding the taxation of this Guarantee or the Indenture; providedflow through entities, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder if (i) to be subrogated to each of the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursedconditions set out above are satisfied, indemnified or exonerated by the Company in respect thereof or (ii) the resulting organizational structure is acceptable to receive all of the Lenders, acting reasonably, and (iii) all other terms of such a reorganization are acceptable to all of the Lenders, acting reasonably, (a “Xxxx C-52 Reorganization”). The Parties agree to act in good faith to make any payment in necessary amendments to this Agreement to the nature of contribution or for any other reason, from any other obligor with respect extent necessary to such payment, in each case, until the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in fullgive effect to a Xxxx C-52 Reorganization.

Successor Entity. In the event a successor entity assumes The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby all the obligations or substantially all of the Company under this Security undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the Guarantor`s obligations under successor entity, as applicable, shall have executed such instruments and done such things as in the Guarantor as otherwise permitted under the Indenture), pursuant to the terms hereof and opinion of the Indenture, Agent are necessary or advisable to establish that upon the Company shall be released from all consummation of such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of this Security transaction: (i) the due successor entity shall have assumed all the covenants and punctual payment obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the principal of successor entity entitling the Agent and interest the Lenders, as against the successor entity, to exercise all their rights thereunder; (including Liquidated Damages iii) the rights and Additional Taxes, if anybenefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) on this Security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise, according legal opinions satisfactory to the terms of this Security and of Agent confirming the Indenture matters set forth in Sections 17.1(b)(i) and (ii) any other obligations the Company may have under the Indenture above are provided by Borrower’s Counsel; (c) no Default or the Registration Rights Agreement. This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that in the case of default by the Company in the payment of any such principal or interest (including Liquidated Damages and Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under is subsisting or would occur after giving effect to such transaction; and (d) the Indenture or this Security shall constitute an event of default under this GuaranteeLenders, and shall entitle acting reasonably, are satisfied with the Holder of this Security to accelerate the obligations creditworthiness of the Guarantor hereunder in successor entity, provided that the same manner and Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the same extent as the obligations effective date of the Company. The Guarantor shall transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be subrogated equal to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant or above Investment Grade after giving effect to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in fulltransaction.

Successor Entity. In the event a successor entity assumes The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby all the obligations or substantially all of the Company under this Security undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the Guarantor`s obligations under successor entity, as applicable, shall have executed such instruments and done such things as in the Guarantor as otherwise permitted under the Indenture), pursuant to the terms hereof and opinion of the Indenture, Agent are necessary or advisable to establish that upon the Company shall be released from all consummation of such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of this Security transaction: (i) the due successor entity shall have assumed all the covenants and punctual payment obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the principal of successor entity entitling the Agent and interest the Lenders, as against the successor entity, to exercise all their rights thereunder; (including Liquidated Damages iii) the rights and Additional Taxes, if anybenefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) on this Security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise, according legal opinions satisfactory to the terms of this Security and of Agent confirming the Indenture matters set forth in Sections 17.1(b)(i) and (ii) any other obligations the Company may have under the Indenture above are provided by Borrower's Counsel; (c) no Default or the Registration Rights Agreement. This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that in the case of default by the Company in the payment of any such principal or interest (including Liquidated Damages and Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under is subsisting or would occur after giving effect to such transaction; and (d) the Indenture or this Security shall constitute an event of default under this GuaranteeLenders, and shall entitle acting reasonably, are satisfied with the Holder of this Security to accelerate the obligations creditworthiness of the Guarantor hereunder in successor entity, provided that the same manner and Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary, the Borrower or the Trust, if the senior unsecured long term debt of the successor entity, the Borrower or the Trust, as applicable, is rated equal to or above Investment Grade immediately prior to the same extent as the obligations effective date of the Company. The Guarantor shall transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be subrogated equal to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant or above Investment Grade after giving effect to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in fulltransaction.

Successor Entity. In the event a successor entity assumes The Borrower will not, and it will not permit any Material Restricted Subsidiary to, enter into any transaction whereby all the obligations or substantially all of the Company under this Security undertaking, property and assets of the Borrower or of any Material Restricted Subsidiary would become the property of any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Material Restricted Subsidiary, as applicable, and the Guarantor`s obligations under successor entity, as applicable, shall have executed such instruments and done such things as in the Guarantor as otherwise permitted under the Indenture), pursuant to the terms hereof and opinion of the Indenture, Agent are necessary or advisable to establish that upon the Company shall be released from all consummation of such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of this Security transaction: (i) the due successor entity shall have assumed all the covenants and punctual payment obligations of the principal Borrower or such Material Restricted Subsidiary, as applicable, under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and interest the Lenders, as against the successor entity, to exercise all their rights thereunder; (including Liquidated Damages iii) the rights and Additional Taxesbenefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, if anyas applicable, is a party are not adversely affected in any material respect; and (iv) on this Security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise, according legal opinions satisfactory to the terms of this Security and of Agent confirming the Indenture matters set forth in Sections 17.1(b)(i) and (ii) any other obligations the Company may have under the Indenture above are provided by Borrower's Counsel; (c) no Default or the Registration Rights Agreement. This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that in the case of default by the Company in the payment of any such principal or interest (including Liquidated Damages and Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under is subsisting or would occur after giving effect to such transaction; and (d) the Indenture or this Security shall constitute an event of default under this GuaranteeLenders, and shall entitle acting reasonably, are satisfied with the Holder of this Security to accelerate the obligations creditworthiness of the Guarantor hereunder in successor entity, provided that the same manner and Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the same extent as the obligations effective date of the Company. The Guarantor shall transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be subrogated equal to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant or above Investment Grade after giving effect to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in fulltransaction.

Successor Entity. In Notwithstanding the event foregoing, Tenant shall have the right to make an Assignment to a successor entity assumes all the obligations Successor Entity (hereinafter defined) without Landlord’s consent, provided that upon consummation of the Company transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Security Lease (and the Guarantor`s obligations under the Guarantor as otherwise permitted under the Indentureincluding any assignor tenant that has not been released), pursuant to taken as a whole, shall be at least as good (as determined by the terms hereof and major rating agencies if the credit of any such party is rated at such time) as that of the Indentureassignor Tenant existing immediately prior to such consummation. A “Successor Entity”, the Company as used in this Section shall be released from all such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of this Security mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the due and punctual payment merger or consolidation of the principal of and interest (including Liquidated Damages and Additional Taxesa corporation or other business entity, if any) on this Security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise, according to the terms of this Security and of the Indenture and (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction all or substantially all of the assets of Tenant or all or substantially all of the assets of any other obligations the Company may have under the Indenture or the Registration Rights Agreement. This Guarantee is a guarantee operating unit of payment not of collection. The Guarantor agrees that Tenant; provided that: (a) in the case of default by the Company in the payment of any such principal a merger or interest (including Liquidated Damages and Additional Tax Amountsconsolidation, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective Tenant under this Lease is a new Tenant as a result of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of such merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under the Indenture or this Security shall constitute an event of default under this Guarantee, and shall entitle the Holder of this Security to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Guarantor shall be subrogated to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitledconsolidation, by operation of law or otherwiseby effective provisions contained in the instruments of merger or consolidation or acquisition, upon making any payment hereunder (i) to be subrogated to the rights liabilities of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated Tenant under this Lease are assumed by the Company in respect thereof corporation or other business entity surviving such merger or consolidation; and (iib) to receive any payment in the nature case of contribution an asset sale, by operation of law or for by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after the consummation of such Assignment shall deliver to Landlord the Assignee’s written confirmation that the Assignee has assumed and agreed to pay or perform, as applicable, all of Tenant’s obligations under this Lease. In addition, within twenty (20) Business Days after Landlord’s request therefor, the Assignee shall execute and deliver a written assumption in form and substance satisfactory to Landlord in Landlord’s reasonable discretion of Tenant’s obligations under this Lease. In addition, Tenant may Sublease all or any portion of the Premises without Landlord’s consent to any corporation, partnership, trust, association or other reasonbusiness organization directly or indirectly controlling or controlled by or under common control with Tenant (any such Sublease, from an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (15) days’ prior written notice thereof. Within thirty (30) days after entering into any other obligor with respect to such paymentSublease, in each caseTenant shall give Landlord a copy of the fully-signed Sublease, until which shall incorporate the principal terms of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in fullthe last sentence of Subsection 4.10.6.

Successor Entity. In the event a successor entity assumes The Borrower will not, and it will not permit any Material Restricted Subsidiary to, enter into any transaction whereby all the obligations or substantially all of the Company under this Security undertaking, property and assets of the Borrower or of any Material Restricted Subsidiary would become the property of any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Material Restricted Subsidiary, as applicable, and the Guarantor`s obligations under successor entity, as applicable, shall have executed such instruments and done such things as in the Guarantor as otherwise permitted under the Indenture), pursuant to the terms hereof and opinion of the Indenture, Agent are necessary or advisable to establish that upon the Company shall be released from all consummation of such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of this Security transaction: (i) the due successor entity shall have assumed all the covenants and punctual payment obligations of the principal Borrower or such Material Restricted Subsidiary, as applicable, under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and interest the Lenders, as against the successor entity, to exercise all their rights thereunder; (including Liquidated Damages iii) the rights and Additional Taxesbenefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, if anyas applicable, is a party are not adversely affected in any material respect; and (iv) on this Security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise, according legal opinions satisfactory to the terms of this Security and of Agent confirming the Indenture matters set forth in Sections 15.1(b)(i) and (ii) any other obligations the Company may have under the Indenture above are provided by Borrower's Counsel; (c) no Default or the Registration Rights Agreement. This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that in the case of default by the Company in the payment of any such principal or interest (including Liquidated Damages and Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security. An Event of Default under is subsisting or would occur after giving effect to such transaction; and (d) the Indenture or this Security shall constitute an event of default under this GuaranteeLenders, and shall entitle acting reasonably, are satisfied with the Holder of this Security to accelerate the obligations creditworthiness of the Guarantor hereunder in successor entity, provided that the same manner and Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the same extent as the obligations effective date of the Company. The Guarantor shall transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be subrogated equal to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant or above Investment Grade after giving effect to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) on this Security shall have been paid in fulltransaction.