SanDisk 2004 Annual Report Download - page 98

Download and view the complete annual report

Please find page 98 of the 2004 SanDisk annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 143

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143

5. In the event the Total Loss Event occurs to any Unit Component and the Lessee has paid the Liquidated Damages relating to such
Unit Component and any amount payable relating to such Unit Component or the Total Loss Event, such Unit Component shall be
excluded from the transaction under the Relating Agreements, and the Lessee shall be released from the obligation to pay the Lease
Fees for such Unit Component thereafter.
6. For any Unit Component that the Lessee reasonably determines not to satisfy the required specification of the Lessee after the
Delivery Date in view of the advice of the Property Manufacturer or the property maintenance operator, the provisions of this
Article shall be applied as if the Total Loss Event has occurred immediately after its delivery on the Delivery Date without any
cause attributable to the Lessee.
7. In the event the Total Loss Event occurs to the Property or any Unit Component, or the Lessee determines it necessary to replace
the Property or any Unit Component for the purpose of operating its business, the Lessee may request the replacement of such
Property or Unit Component subject to the consent of the Lessors, the Borrower and the Lender (Lessors shall not be able to negate
related agreements without reasonable grounds, and this shall include instances in which the Lessors have determined on the basis
of their own discretion that the said Property or the value of the Property after the replacement of unit component parts has
decreased (except for insignificant decreases) compared to the pre−replacement value on related reasonable grounds . Such
replacement shall be made at the cost of the Lessee when there is an agreement among the Lessors, the Borrower and the Lender
on the relevant conditions in view of the objects to be replaced, its price and others.
Article 10. Indications of Ownership
The Lessee shall, at its risk and cost, place the mark stating that the Property is owned by the Lessors at the place where the
Property is installed and on the major Unit Component of the Property and any other Unit Component designated by the Lessors in
a manner easily recognizable by a third party.
Article 11. Undisturbed Use
As long as no Termination Event has occurred, the Lessee may use the Property without being disturbed, and the Lessors shall not
unreasonably disturb the duly use of such Property by the Lessee.
Article 12. Installation and Usage
1. The Lessee shall, at its risk and costs, install the Property in Toshiba Yokkaichi Plant based on the installation standards or the
method stipulated by the Property Manufacturer and the regulatory authorities, and shall not change such manufacturing facility for
installation without the prior consent of the Lessors. In the event the Property or any Unit Component is installed outside Japan,
such installment shall be subject to, in addition to the prior consent of the Lessors, the conditions that each provision hereof shall
be fully satisfied with respect to the Property or such Unit Component in such location outside Japan, that the right of the Borrower
and the Lender relating to the Property and their rights under the Relating Agreement shall not be affected, and that the Lessee
shall comply with the relevant laws concerning the export and re−export control in Japan and the United States as an exporter.
− 13 −