Master Lease Agreement Flash memory manufacturing equipment

Equipment Lease Agreement

Flash Partners | IBJ Leasing Co, Ltd | SMBC Leasing Company, Limited | Toshiba Finance Corporation, Sumisho Lease Co, Ltd, Fuyo General Lease Co, Ltd, Tokyo Leasing Co, Ltd, STB Leasing Co, Ltd

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Title: Master Lease Agreement Flash memory manufacturing equipment
Date: 11/8/2006
Industry: CMPSTR Sector: TECHNO

Article 32

(Modification of Agreement)

Article 33

(Confidentiality)

Article 34

(Governing Law)

Article 35

(Jurisdiction)

exv10w9

EXHIBIT 10.9
FOIA Confidential Treatment Requested
[Execution Version]

Master Lease Agreement

Flash memory manufacturing equipment

September 22, 2006

Toshiba Finance Corporation
SMBC Leasing Company, Limited
SD Lessors

SMBC Leasing Company, Limited
SD Lessor Agent

Toshiba Finance Corporation
Sumisho Lease Co., Ltd.
Fuyo General Lease Co., Ltd.
Tokyo Leasing Co., Ltd.
STB Leasing Co., Ltd.
IBJ Leasing Co., Ltd.
Toshiba Lessors

IBJ Leasing Co., Ltd.
Toshiba Lessor Agent

Flash Partners Yugen Kaisha

Lessee

Table of Contents


		Page
Article 1	(Definitions)		1
Article 2	(Transaction Structure)		12
Article 3	(Lease)		13
Article 4	(Delivery)		13
Article 5	(Prior conditions regarding delivery)		14
Article 6	(Related documents)		15
Article 7	(Payment of lease payment etc.)		16
Article 8	(Immunity from defect liability)		19
Article 9	(Burden of loss, damage and risk)		20
Article 10	(Representation of Owner)		21
Article 11	(Quiet Enjoyment)		22
Article 12	(Installation and Use)		22
Article 13	(Possession and Sublease)		22
Article 14	(Maintenance Management)		23
Article 15	(Change in Original Condition)		23
Article 16	(Ownership of Parts)		24
Article 17	(Inspection)		24
Article 18	(Obligations)		24
Article 19	(Insurance)		25
Article 20	(Representations and Warranties)		26
Article 21	(Covenants)		27
Article 22	(Indemnity and Expenses Liabilities)		29
Article 23	(Number of individual transactions and change of deliverable period)		31
Article 24	(Purchase Options)		31
Article 25	(Return)		32
Article 26	(Termination of Agreement)		35
Article 27	(Default Interest)		39
Article 28	(Transfer of Rights and Obligations)		39
Article 29	(Limitations on Recourse to the Property)		40
Article 30	(Notices, etc.)		42
Article 31	(Communication of Intention or Reporting of Facts or Receipt thereof by each Lessor)		42


Attachment 1		Lease Terms and Conditions
Attachment 2		Request for Lease and Approval
Attachment 3		Loan Certificate
Attachment 4		Permitted Liens
Attachment 5		Certificate of Return
Attachment 6		Certificate of Transfer
Attachment 7		Conditions at the Time of Return
Attachment 8		Notification address

Master Lease Agreement

This Master Lease Agreement (hereinafter, "the Agreement") was executed on September 22, 2006 by and between Toshiba Finance Corporation and SMBC Leasing Company, Limited as SD Lessors (hereinafter collectively referred to as "SD Lessors"), SMBC Leasing Company, Limited as SD Lessor Agent (hereafter referred to as "SD Lessor Agent"), Toshiba Finance Corporation, Sumisho Lease Co., Ltd., Fuyo General Lease Co., Ltd., Tokyo Leasing Co., Ltd., STB Leasing Co., Ltd. and IBJ Leasing Co., Ltd. as Toshiba Lessors (hereinafter collectively referred to as "Toshiba Lessors" and, together with SD Lessors, collectively referred to as the "Lessors"). IBJ Leasing Co., Ltd. as Toshiba Lessor Agent (hereinafter referred to as "Toshiba Lessor Agent") and Flash Partners Yugen Kaisha (hereinafter referred to as "Lessee").

Article 1 (Definitions)

1		Unless the context makes it clear that the term has a different meaning, the terms in the left column below, used in this Agreement, shall have the meanings set forth in the right column below, corresponding to the relevant terms.

	SD Group Companies		San Disk Corporation and companies of which San Disk Corporation directly or indirectly owns 50% or more of their voting stocks

	SD Tranches		Collectively refers to SD Tranche 1-A, SD Tranche 1-B, SD Tranche 1-C, and SD Tranche 2, and individually, "each SD Tranche".

	SD Tranche 1-A		SD Tranche 1-A composed pursuant to Article 7, Paragraph 1 in relation to lease payments and other claims under this Agreement.

	SD Tranche 1-AB		Collectively, SD Tranche 1-A and SD Tranche 1-B.

	SD Tranche 1-B		SD Tranche 1-B composed pursuant to Article 7, Paragraph 1 in relation to lease payments and other claims under this Agreement.

	SD Tranche 1-C		SD Tranche 1-C composed pursuant to Article 7, Paragraph 1 in relation to lease payments and other claims under this Agreement.


	SD Tranche 2		SD Tranche 2 composed pursuant to Article 7, Paragraph 1 in relation to lease payments and other claims under this Agreement.

	SD Lessor RA		A person who named as the SD Lessor RA in Attachment 1 Item 15.

	Reason for cancellation		Any of all of the reasons stipulated in Article 26, Paragraph 1

	Loan certificate		Loan certificate for the Property prepared for each individual transaction in a manner provided in Attachment 3 pursuant to Article 4, Paragraph 5

	Stipulated loss payment		Amount calculated for each Tranche on a certain day in accordance with Attachment 1, Paragraph 9

	Taxes and public dues		Present or future tax, levy, withholding tax, fees, handling fees, monetary obligations as well as other monies (regardless of their names) and penalties, default assessments, surcharges, late charges and late interest thereon (regardless of their names) imposed by a tax authority or public office (both domestic and foreign)

	Bank Business Day		Days on which banks operate in Japan

	Payment for exercise of purchase options		Amount calculated pursuant to Attachment 1, Paragraph 6 with respect to each Tranche for each lease payment date

	Individual transaction		Each individual transaction to be conducted pursuant to this Agreement and each loan certificate

	Original Purchase Agreement		Each purchase agreement executed between Lessee and a property manufacturer in connection with the purchase of the Property

	Sublessee		Person who holds a sublease pursuant to the stipulation in Article 13

	Repayment standard fee		Amount calculated pursuant to Attachment 1, Paragraph 8 for the return date stipulated in Article 25, Paragraph 1

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	Performance, etc.		Performance, structure, design, design specification, practical value, exchange value, usability, sales possibility, commercial value, durability, operability, economical efficiency, compatibility with purpose, legality and any other performance, function, characteristics, value and utility of the Property

	Reason for total loss		Any of the following incidents that occur to the Property or its unit component or component part: (a) Loss or whereabouts unknown (b) damage or failure, reasonably recognized by Lessee as impossible to repair or reuse from an economic viewpoint, which is confirmed by an appraisal company appointed by Lessor or (c) confiscation, expropriation or theft

	Loss, etc.		Losses, damage, costs, fees, handling fees, liabilities, responsibilities, penal charges, penalties, delinquency charges, claims and lawsuits

	Unit component part		A set of each property (including subject parts fixed to or furnished with said property) listed by serial number separately in each loan certificate of the Property. Provided, however, that when a part or unit component part subject to said individual transaction is excluded from this Agreement, the remaining unit component part/s shall compose unit component parts subject to the said individual transaction thereafter.

	Bankruptcy proceedings, etc,		General term referring to bankruptcy, civil rehabilitation or corporate reorganizations and other bankruptcy proceedings

	Toshiba group companies		Toshiba Corporation and companies of which Toshiba Corporation directly or indirectly owns 50% or more of their voting shares

	Toshiba Tranches		Collectively refers to Toshiba Tranche 1-A, Toshiba Tranche 1-B and Toshiba Tranche 2, and individually, "each Toshiba Tranche".

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	Toshiba Tranche 1-A		Toshiba Tranche 1-A composed pursuant to Article 7, Paragraph 1 in relation to lease payments and other claims under this Agreement.

	Toshiba Tranche 1-AB		Collectively, Toshiba Tranche 1-A and Toshiba Tranche 1-B

	Toshiba Tranche 1-B		Toshiba Tranche 1-B composed pursuant to Article 7, Paragraph 1 in relation to lease payments and other claims under this Agreement.

	Toshiba Tranche 2		Toshiba Tranche 2 composed pursuant to Article 7, Paragraph 1 in relation to lease payments and other claims under this Agreement.

	Toshiba Lessor RA		A person who named as the Toshiba Lessor RA in Attachment 1 Item 15.

	Tranches		Collectively, SD Tranches and Toshiba Tranches, and individually, "each Tranche".

	Delivery Period		Period from the day of the execution of this Agreement to the final deliverable date stipulated in Attachment 1, Item 1 (provided however, when there is an agreement between Lessor and Lessee to extend the delivery period pursuant to Article 4, Paragraph 8, the period shall be such agreed delivery period).

	Delivery place		Place, on each scheduled delivery day, where the Property or its unit component part is located, which the Lessee notifies the Lessor on a Banking Business Day immediately prior to the relevant scheduled delivery day.

	Delivery date		Date on which each unit component part composing the Property is delivered pursuant to Article 4.

	Scheduled delivery date		Each day stipulated in Attachment 1, Paragraph 1 as a scheduled delivery date for each individual transaction or other bank business day as agreed upon by Lessee and Lessor.

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	Person to be compensated		Lessor, the Borrower, or the Lender and all or either of successor, director, employee or agent thereof.

	Obligation etc.		Ownership, right of possession, lease right, lease, mortgage, right of pledge, lien, security interests, right of mortgage and conditional rights thereto, subscription rights thereto, any other usufructuary right as well as security rights and rights based on attachment or provisional attachment.

	Property purchase price		Sales price determined by Article 3, Paragraph 1 of the Master Sale and Purchase Agreement with respect to the Property or its each unit component part.

	Property manufacturer		Person indicated in the column "manufacturer" on an itemized property list attached to a loan certificate.

	Cause of default		Cause of cancellation or cancellation by notification or cause of cancellation as a result of passing of time or other conditions.

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	Break funding cost		Damages or penalty or other monies (provided, however, that if Lessee has doubts about other monies, Lessor, Lessee and the Lender shall negotiate) borne by each Lessor with respect to raising funds for purchasing the Property upon nonperformance or early termination of a lease, pursuant to this Agreement. Such amount shall be calculated based on the aggregate of (1) the amount calculated by the relevant Lessor pursuant to its prescribed calculation method pursuant to the difference between the funding cost (shown in per annum) applicable to each Lessor in respect of its own share of the purchase price of the Property and the reinvestment rate in the market of the relevant Lessor, (2) the amount calculated by the SD Receivables Assignee pursuant to its prescribed calculation method pursuant to the difference between the funding cost (shown in per annum) applicable to the SD Receivables Purchaser in respect of the claims of the purchase price of the Property related to SD Tranche 1-C and the reinvestment rate in the market of the SD Receivables Assignee, and (3) the amounts of the damages or penalties or other monies the Lenders impose on the Borrowers pursuant to the Loan Agreements in relation to the failure to drawdown or the acceleration, etc., under the Loan Agreements (provided however, if Lessee has doubts about other monies, Lessor, Lessee and the Lenders shall consult with each other).

	Return Adjustment Fee		Amount to be calculated pursuant to Attachment 1, Paragraph 7 with respect to the return date stipulated in Article 25, Paragraph 1.

	The Lenders		Collective term for the SD Lenders and Toshiba Lenders.

	The SD Lenders		Collective term for persons listed as the SD Lenders in Attachment 1, Paragraph 11.

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The Toshiba Lenders		Collective term for persons listed as the Toshiba Lenders in Attachment 1, Paragraph 11.

Toshiba Lender Agent		The person named as Toshiba Lender Agent in Attachment 1, Item 11.

The Loan Agreements		Collective term for the SD Loan Agreement and the Toshiba Loan Agreement.

The SD Loan Agreement		Collective term for Revolving Loan Agreement (SD Tranches 1-AB) concluded between the SD Borrower and the SD Lender on the same date as the execution of this Agreement and its Acknowledgement of Debts and Repayment Agreement thereunder.

The Toshiba Loan Agreement		Collective term for Revolving Loan Agreement (Toshiba Tranches 1-AB) concluded between the Toshiba Borrower, Toshiba Lender, and Toshiba Lender Agent on the same date as the execution of this Agreement and its Acknowledgment of Debts and Repayment Agreement thereunder.

The Borrowers		Collective term for the SD Borrower and the Toshiba Borrower.

The SD Borrower		Persons listed as SD Borrower in Attachment 1, Paragraph 12

The Toshiba Borrower		Persons listed as Toshiba Borrower in Attachment 1, Paragraph 12

All Parties Agreement		Agreement setting forth priority executed by the Lenders, the Toshiba Lender Agent, Administrative Custodian, Lessor, the Borrowers and the SD Receivables Assignee on the same date as this Agreement

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	Related Agreements		This Agreement, Sale and Purchase Agreement, Sale and Purchase Agreement regarding Receivables, SD Receivables Assignment Agreement, All Parties Agreement, Master Agreement on Security Assignment regarding Claims, Master Agreement on Commitment for Security Assignment regarding Claims, Administrative Services Agreement, Guarantee Agreement, Letter of Agreement, agreements and other documents related thereto

	Master Agreements on Security Assignment regarding Claims		Collective term for SD Master Agreement on Security Assignment regarding Claims and Toshiba Master Agreement on Security Assignment regarding Claims


	SD Master Agreement on Security Assignment regarding Claims		Collective term for Master Agreement on Security Assignment regarding Claims (SD Tranches 1-AB) executed between the SD Borrower and the SD Lenders on the same date as this Agreement regarding the right to claim performance of guaranteed obligations with respect to (i) claims associated with SD Tranches 1-AB under this Agreement and (ii) claims associated with SD Tranches 1-AB under this Agreement based on SD Guarantee Agreement and each individual agreement based thereon.

	Toshiba Master Agreement on Security Assignment regarding Claims		Collective term for Master Agreement on Security Assignment regarding Claims (Toshiba Tranches 1-AB) executed between the Toshiba Borrower and the Toshiba Lender on the same date as this Agreement regarding the right to claim performance of guaranteed obligations with respect to (i) claims associated with Toshiba Tranches 1-AB under this Agreement and (ii) claims associated with Toshiba Tranches 1-AB under this Agreement based on Toshiba Guarantee Agreement and each individual agreement based thereon.

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	Sale and Purchase Agreements regarding Receivables		Collective term for SD Sale and Purchase Agreement regarding Receivables and Toshiba Sale and Purchase Agreement regarding Receivables

	SD Sale and Purchase Agreement regarding Receivables		Collective term for Sale and Purchase Agreement regarding Master Lease Receivables (SD Tranches 1-AB) executed between the SD Lessors and the SD Borrower on the same date as this Agreement regarding the right to claim performance of guaranteed obligations with respect to (i) claims associated with SD Tranches 1-AB under this Agreement and (ii) claims associated with SD Tranches 1-AB under this Agreement based on the SD Guarantee Agreement and each individual agreement based thereon

	Toshiba Sale and Purchase Agreement regarding Receivables		Collective term for Sale and Purchase Agreement regarding Master Lease Receivables (Toshiba Tranches 1-AB) executed between the Toshiba Lessors and the Toshiba Borrower on the same date as this Agreement regarding the right to claim performance of guaranteed obligations (i) claims associated with Toshiba Tranches 1-AB under this Agreement and (ii) claims associated with Toshiba Tranches 1-AB under this Agreement based on the Toshiba Guarantee Agreement and each individual agreement based thereon

	SD Receivables Assignment Agreement		Collective term for Master Lease Receivables Purchase and Sale Agreement (SD Tranche 1-C) executed between the SD Lessors and the SD Receivables Assignee on the same date as this Agreement regarding the right to claim performance of guaranteed obligations for (i) claims associated with SD Tranche 1-C under this Agreement and (ii) claims associated with SD Tranche 1-C under this Agreement based on the SD Guarantee Agreement and each individual agreement based thereon.

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	SD Receivables Assignee		The persons listed as SD Receivables Assignee in Attachment 1, Item 13.

	The Administrative Services Agreement		Collective term for SD Administrative Services Agreement and Toshiba Administrative Services Agreement

	SD Administrative Services Agreement		SD Administrative Services Agreement concluded between the SD Lessors and the Administrative Custodian on the same date as this Agreement

	Toshiba Administrative Services Agreement		Toshiba Administrative Services Agreement concluded between the Toshiba Lessors and the Administrative Custodian on the same date as this Agreement

	Administrative Custodian		Collectively means the SD Administrative Custodian and the Toshiba Administrative Custodian.

	SD Administrative Custodian		The persons listed as SD Administrative Custodian in Attachment 1, Item 15.

	Toshiba Administrative Custodian		The persons listed as Toshiba Administrative Custodian in Attachment 1, Item 15.

	Letter of Agreement		Letter of consent by the Guarantors and Lessees in a specified form with respect to assignment of receivables based on each Agreement on Security Assignment regarding Claims and establishment of the right to complete commitment for security assignment based on the Agreement on Commitment for Security Assignment regarding Claims

	Master Sale and Purchase Agreement		Collective term for Master Sale and Purchase Agreement with respect to the Property executed between Lessee and Lessor on the same date as this Agreement and each individual agreement based thereon.

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	The Property		Each unit component (including subject parts) in each individual transaction reported by Lessee to Lessor pursuant to Article 4, Paragraph 1 of Master Sale and Purchase Agreement, confirmed by the request for lease and approval to be submitted five (5) bank business days prior to the relevant individual transaction (or if agreed otherwise between Lessee and Lessor, such date as agreed), a certificate of transfer, receipt and loan certificate delivered on the delivery date for said individual transaction. Provided, however, that if some portion of unit components is excluded from this Agreement due to the occurrence of total loss, or by exercise of purchase options, the remaining unit components shall constitute the Property thereafter.

	Master Agreement on Commitment for Security Assignment regarding Claims		Collective term for Master Agreement on Commitment for Security Assignment regarding Claims concluded between Lessor and the Lenders on the same date as this Agreement and individual agreements pursuant thereto

	Parts		Equipment and parts composing a unit component, and/or equipment, accessories, attachments and parts (including collection of parts and parts of similar kinds) fixed to or furnished with the Property

	The Guarantee Agreements		Collective term for SD Guarantee Agreement and the Toshiba Guarantee Agreement

	SD Guarantee Agreement		Guarantee Agreement concluded between SanDisk and the SD Lessors on the same date as this Agreement

	Toshiba Guarantee Agreement		Guarantee Agreement concluded between Toshiba and the Toshiba Lessors on the same date as this Agreement

	The Guarantors		Collectively refers to SanDisk and Toshiba

	SanDisk		Person/s described as SanDisk in Attachment 1, Paragraph 14.

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	Toshiba		Person/s described as Toshiba in Attachment 1, Paragraph 14

	Waived obligations, etc.		Obligations, etc. excluded pursuant to Article 18, Paragraph 1

	Lease period		Period starting on delivery date stipulated in Attachment 1, Paragraph 2. Provided, however, that if this Agreement is cancelled before expiration, the lease period shall terminate on such cancellation day.

	Lease period expiration date		The last day of a lease period

	Lease payment		Lease payment determined for each unit component of each Tranche pursuant to Attachment 1, Paragraph 3

	Lease payment calculation period		Period stipulated in Attachment 1, Paragraph 5

	Lease payment date		Date stipulated in Attachment 1, Paragraph 4

	2		With respect to quoting other agreements and documents in this Agreement, if the relevant agreements and documents are revised, added or changed after the Agreement was initially executed, they shall mean the relevant agreements and documents after they were revised, added or changed.

	3		With respect to quoting provisions in this Agreement, the provisions shall mean, unless otherwise specially stated, the provisions of this Agreement.

	4		With respect to referring to parties to the related agreements to this Agreement, the parties shall also include their successors and accredited assignees.

Article 2 (Transaction Structure)

	1		Lessee and Lessor confirm that transactions listed in Attachment 1, Paragraph 16 are planned with respect to the Property and they are inextricably linked with each other.

	2		Lessee confirms that Lessor has the ownership of the Property during the lease period under this Agreement.

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Article 3 (Lease)

	1		Pursuant to Master Sale and Purchase Agreement, Lessor shall receive from Lessee each unit component composing the Property on each delivery date and, in the meantime, shall lease said unit component to Lessee.

	2		A lease of the Property and each unit component under this Agreement shall exist for each individual transaction during its lease period and it shall commence from the issuance date of each loan certificate pursuant to Article 4, Paragraph 5. Except where explicitly provided in this Agreement, a lease of the Property shall neither be cancelled nor terminated prior to its lease expiration date.

	3		Lessee shall pay the lease payment pursuant to Article 7, Paragraph 2 as compensations for the lease under this Agreement.

	4		Lessee shall have the right to quiet enjoyment of the Property pursuant to Article 11 and other provisions of this Agreement.

Article 4 (Delivery)

	1		Lessee shall designate a scheduled date to deliver each unit component composing the Property to Lessor pursuant to Attachment 1, Paragraph and Lessee shall submit to Lessor the request for lease and approval in the form of Attachment 2 at least five (5) bank business days prior to the scheduled delivery date. Lessor shall confirm and agree on the contents and conditions of the request for lease and approval received from Lessee, and thereupon shall deliver to Lessee the relevant request for lease and approval after printing its name and sealing it.

	2		Subject to the satisfaction of the conditions set forth in Article 5, and to receive from Lessee a unit component on each delivery date at a delivery location in accordance with Master Sale and Purchase Agreement, Lessor shall deliver said unit component in as is, where is condition to Lessee on the same date and at the same location for the purpose of the leasing stipulated in the previous Article, and Lessee shall receive said unit component from Lessor.

	3		If it becomes necessary to change any scheduled delivery date, Lessee shall notify Lessor to that effect as soon as possible (at the latest by 5 bank business days prior). Lessee and Lessor shall agree on each amount of lease payment, payment for exercise of purchase options, Return Adjustment Fee, repayment standard fee and stipulated loss payment for each individual transaction, based on the actual property purchase price of and delivery date for said unit component. In such case, the agreed amount of lease payment, payment for exercise of purchase options, Return Adjustment Fee, repayment standard fee and

- 13 -

			stipulated loss payment, together with the actual property purchase price and the delivery date, shall be documented and attached to each loan certificate in the form specified in Attachment 3.

	4		Lessee shall bear the cost and liabilities (including break funding cost; further, if Lessee bears the liability for break funding cost in accordance with this Agreement, Lessee shall pay the amount calculated based on the definition stipulated in Article 1 for each Tranche. Provided however, if respective amounts and payment periods for each Tranche are different, they shall be appropriately adjusted. Hereinafter, the same in this Agreement.) incurred as a result of a change of delivery date or delayed or failed delivery (excluding cases where the cause is attributable to Lessor, the SD Receivables Assignee or the Lenders).

	5		Lessee shall prepare and deliver to Lessor a loan certificate in the form specified in Attachment 3 as the delivery of each unit component takes place pursuant to the above Paragraph 2.

	6		Delivery of each unit component as part of leasing in each individual transaction under this Agreement shall be deemed complete by delivery of a loan certificate referenced in the preceding paragraph. Lessee may use each unit component from such delivery date of said loan certificate.

	7		Lessee shall bear all the cost of delivering the Property under this Article.

	8		In the event where delivery of the Property is not completed during a delivery period in accordance with Article 4 Paragraph 2, Lessee and Lessor shall faithfully negotiate a possibility of extending such delivery period.

Article 5 (Prior conditions regarding delivery)

			Lessors obligation to deliver each unit component for each individual transaction under Article 4 is conditional upon meeting the following conditions before the scheduled delivery date. Provided, however, that this shall not apply if Lessor notifies Lessee before completion of delivery that Lessor waives these conditions.
		(1)			That no event has occurred by a scheduled delivery date that triggers Lessor or Lessee to expect changes in laws, orders, notices or other legal, administrative guidance or tax changes that, in light of the purpose [of the transaction], Lessor or Lessee reasonably considers appropriate reasons to suspend or postpone the execution of such transaction planned in accordance with the related agreements, or that such transaction is illegal. (However, if Lessor or Lessee determines that an event applicable under this Item has occurred, Lessor or Lessee shall immediately

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			notify and negotiate with the other party.)

	(2)		That Lessee has purchased from a manufacturer of the Property said unit components before such scheduled delivery date from a manufacturer in accordance with the Original Purchase Agreement, and Lessee has acquired the ownership thereof without incurring any obligations etc. (excluding waived obligations).

	(3)		That said unit component is insured under Article 19 by an insurance that is effective as of said scheduled delivery date.

	(4)		That no events of default have occurred.

	(5)		That no events have occurred that cause Lessor to determine that events constituting a total loss or leading to a total loss of said unit component.

	(6)		That related agreements to which Lessor or Lessee shall be a party are signed by all the parties, issued and continued to be in effect.

	(7)		That representations and warranties by Lessee under Article 20 are entirely correct as of said scheduled delivery date under existing conditions on the same day.

	(8)		That no significant change has been added to the FLASH PARTNERS MASTER AGREEMENT executed on September 10, 2004 between the Guarantors and SanDisk International Limited, or that this Agreement has not been cancelled, dissolved or terminated, and that there is no such material risk to the extent known to Lessee.

	(9)		That the long-term loan rating of SanDisk by Standard & Poors Rating Services or Moodys Investors Service is BB- or above Ba3, respectively, as of said scheduled delivery date.

Article 6 (Related documents)