SanDisk 2004 Annual Report Download - page 95

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following the cancellation (in such event, the amount of the Lease Fees, the Liquidated Damages, the Purchase Option Exercise
Price, and the Return Adjustment relating to Toshiba Tranche 1 shall be received at the bank account of the Lender stipulated in
Section 10(2) of Attachment 1, the amount relating to Toshiba Tranche 2 shall be received at the bank account of each of Toshiba
Lessors stipulated in Section 10(2) of Attachment 1, and the amount relating to SD Tranche 1 and SD Tranche 2 shall be received
at the bank account of SD Lessors stipulated in Section 10(2) of Attachment 1).
5. The amount payable by the Lessee hereunder shall be paid in full without any deduction, offsetting or protest without regard to the
existence of any defects relating to the Performances of the Property, existence of any Encumbrances on the Property, existence of
any infringement relating to the use of the Property, bankruptcies (to mean that bankruptcy, civil rehabilitation, corporate
consolidation, corporate restructuring, or other legal reorganization proceedings or proceedings that resemble these based on
national law have begun and are continuing) of the relevant parties, or any other reasons (except for any reason attributable to the
Lessors). In the event the relevant law or regulations require the Lessee to withhold a certain amount with respect to such payment,
the Lessee shall make a necessary additional payment so that the receiver of such payment is secured to receive the amount that it
should have received if such withholding is not required.
6. If the lease relating to each Individual Transaction hereunder expires on any day other than the Lease Fees Payment Date for
occurrence of any Total Loss Event relating to the Property or the Unit Component, occurrence of any Event of Default, exercise
of the purchase option or return option by the Lessee, or any other reason (except for the expiration due to a reason attributable to
the Lessors), the Lessee shall pay the Break Funding Cost to the Lessors.
7. In the event the money paid by the Lessee to the Lessors hereunder or the money received by the Lessors through disposal of the
Property is smaller than the total amount of the liability due as of the date of such payment or receipt hereunder, such money shall
be appropriated to the relevant liabilities in the following order of priority; provided, however, that among the liabilities at the
same priority level such money shall be distributed in proportion to the amount of credit held by each of the Lessors:
(1) The costs that shall be paid by the Lessee to each of the Lessors hereunder.
(2) The default interest on the Lease Fees, Liquidated Damages, Return Adjustment, and Purchase Option Exercise Fees relating
to SD Tranche 1 a Toshiba Tranche 1.
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