SanDisk 2004 Annual Report Download - page 106

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Article 23. Number of Times of Individual Transaction and Change of Delivery Period
1. Lessee and Lessor shall carry out the first Individual Transaction during [***] through [***], and may carry out the Individual
Transaction at maximum [***] times for [***] months after the first Individual Transaction. However, the frequency of individual
transactions and the permissible transaction period are stipulated in Paragraph 1 of Attachment 1.
2. Lessee and Lessor may change the period to carry out the Individual Transaction and the times of the Individual Transaction
provided for in Section 23.1, with prior written approval of Lender and Borrower. In the event modifications are necessary
regarding the Lease Fee, Liquidated Damages, Purchase Option Exercise Price, Return Adjustment, or changes in other payment
terms, Lessee and Lessor shall consult with each other on the changes.
Article 24. Purchase Option
1. In each Individual Transaction, Lessee may, providing notice to Lessor at least thirty (30) days prior to each Lease Fee Payment
Date, purchase the whole of the Property or any Unit Component (provided that the exercise of the purchase option for Unit
Component only shall be as provided for in Article 4), paying on such Lease Fee Payment Date the Purchase Option Exercise Price
of the Property or such Unit Component and other liabilities due to Lessor as of such Lease Fee Payment Date (provided that on
the final Lease Fee Payment Date of each Individual Transaction, the purchase option is deemed to have been exercised whether
Lessee provides such notice or not, unless the Property is returned in accordance with Article 25.) The exercise notice of the
purchase option provided under this Section 24.1 shall be irrevocable.
2. If Lessee exercises the purchase option pursuant to Section 24.1 and pays the amount descried in Section 24.1, Lessor’s title and
any other rights to the Property or such Unit Component shall pass to Lessee as is, without any warranty concerning Performances
or any other matter, when the amount descried in Section 24.1 is paid. Provided that Lessor shall warrant to Lessee that the
Property or such Unit Component is subject to no Encumbrances established by Lessor or established due to any event for which
Lessor is liable.
3. When Lessor receives payment of the amount described in Section 24.1, it shall deliver to Lessee the Certificate of Assignment in
Schedule 4.
4. The exercise of the purchase option for not the whole of the Property, but only for any Unit Component shall be allowed only if
(i) the total purchase amount of such Unit Component that Lessee intends to purchase under this Article 24 on the relevant Lease
Fee Payment Date exceeds [***] yen, and (ii) Lessor agrees to such exercise (Lessor shall not withhold such agreement without
any reasonable reason, and such reasonable reason includes the case in which Lessor determines at its discretion that the relative
value of the Property against the Purchase Option Exercise Price of the Property after the purchase of such Unit Component
decreases (except for decrease that may be neglected.) compared with that of the Property prior to the purchase.) Further in terms
of the Purchase Option Exercise Price, the maximum amount to be appropriated to the respective principal of SD Tranche 1 and
Toshiba Tranche 1 shall be the amount calculated by multiplying the Property Purchase Price of the relevant Unit Component with
then current ratio under (A) and (C) of the Liquidated Damages section in the Certificate of Lease.
[***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO RULE 24B−2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. − 21 −