SanDisk 2004 Annual Report Download - page 110

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(11) If any monetary obligation of the Lessee or the Guarantors of 20 million U.S. dollars or greater has become immediately due
and payable.
(12) Other than those described in above paragraphs, when any material change occurs with respect to assets or credibility of
Lessee or Guarantors, which is objectively considered to make voluntary and smooth performance of liabilities under this
Agreement difficult (except, however, where consultations regarding countermeasures have been arranged within 30 days
after receipt of notice from the Lessors).
2. If this Agreement is terminated pursuant to the preceding Section 26.1, Lessee shall return the Property to Lessor on the
termination date designated by Lessor (the “Termination Date”), and pay outstanding Lease Fee that has already become due on
the Lease Fee Payment Date prior to the Termination Date, other outstanding obligations as of the Termination Date and default
interest thereon, and the Liquidated Damages set forth in Section 9 of Attachment 1 as of the Termination Date.
3. If this Agreement is terminated pursuant to Section 26.1, Lessor may liquidate the hole or any part of the liability under the
preceding paragraph in accordance of the following method at its option:
(1) sell the Property under the sales conditions it determines at its discretion, and appropriate from the sales proceeds less
necessary expenses to the obligations described in Section 26.2.
(2) evaluate the fair market value of the Property and appropriate such value less necessary expenses to the obligations described
in Section 26.2.
Lessee shall not be released from the obligation to pay any balance of such obligations remaining after such appropriation. Lessor
shall return to Lessee the amount remaining after satisfaction by such appropriation of full amount of such obligations.
4. If Lessee returns the Property pursuant to Section 26.2, it shall return the Property in such condition, by such method and in
compliance with such matters as set forth in Article 25, unless otherwise provided for in this Article 26.
5. Notwithstanding each section of this Article 26, Lessee may, pending implementation of sales of the Property or Unit Component
pursuant to Section 26.3, purchase unsold Property or Unit Component, paying the Liquidated Damages relating to such Property
or Unit Component and the Lease Fee due and payable as of the Termination Date, as well as any other amount that Lessee has to
pay to Lessor under Section 26.2 (including default interests) (provided that such purchase shall be approved only with the consent
of Lessor, except for the purchase of the entire Property.) If Lessee purchases the Property or Unit Component making the
above−described payment to Lessor, Lessor shall assign the Property or Unit Component so purchased to Lessee on as−is basis,
without making any warranty including that for Performances. Such assignment shall be carried out based on the Certificate of
Assignment in the form described in Attachment 4.
6. Lessor may seek an injunction to prevent actions constituting breach and request for specific payment concerning any provision of
the Relating Agreements, request damage compensation for obligations or responsibilities incurred by Lessor, and seek other
remedies available under applicable laws.
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