AMD 1996 Annual Report Download - page 143

for bank guarantees set forth in Schedule 21.6 & 21.7 attached hereto and made a
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part hereof and shall be reasonably satisfactory to COMPANY and to any lender or
lenders providing financing for the Project, issued by a bank reasonably
satisfactory to COMPANY and to any lender or lenders providing financing for the
Project. Each warranty bank guarantee shall be for a period equal to the lesser
of (x) two years, and (y) the period of the guarantee and warranty for the
items covered by such guarantee (e.g., the guarantee for rotating parts shall
have a term of one year) specified in Section 18.1.
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21.7 ADVANCE PAYMENT BANK GUARANTEES. CONTRACTOR shall provide, or shall
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cause each subcontractor and vendor to provide, an advance payment bank
guarantee in an amount equal to one hundred percent (100%) of each payment made
by COMPANY to CONTRACTOR prior to the date on which CONTRACTOR would be entitled
to receive such payment under the terms of this Agreement. Each advance payment
bank guarantee shall be procured by CONTRACTOR or any subcontractor or vendor
and delivered to COMPANY concurrently with the making of such advance payment.
Each advance payment bank guarantee shall satisfy each of the criteria for bank
guarantees set forth in schedule 21.6 & 21.7 and shall be satisfactory to
COMPANY and to any lender or lenders providing financing for the Project and
shall be issued by a surety reasonably satisfactory to COMPANY and to any lender
or lenders providing financing for the Project.
21.8 Assignment Of Subcontractors' Warranties And Bank Guarantees.
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CONTRACTOR hereby irrevocably assigns without restriction to COMPANY all of
CONTRACTOR'S right, title and interest in and to any and all warranty bank
guarantees and advance payment bank guarantees that CONTRACTOR holds for the
benefit of COMPANY and those provided by any subcontractor or vendor, and any
and all warranty claims and claims for performance CONTRACTOR may have against
its subcontractors, vendors, architects, building engineers, project planners
and any other building tradesmen and persons involved in the Project who have a
contractual relationship with CONTRACTOR. CONTRACTOR shall be obligated to
provide to COMPANY immediately after receipt all original performance guarantees
or warranty guarantees which CONTRACTOR receives from its subcontractors and
vendors. COMPANY grants to CONTRACTOR an entitlement, subject to revocation by
COMPANY, pursuant to which CONTRACTOR shall be entitled and obligated to assert
against all subcontractors and vendors the performance claims and warranty
claims under the subcontracts and purchase orders in its own name and at its own
cost. COMPANY may revoke this entitlement and obligation upon the occurrence of
(i) the filing of a petition for bankruptcy of CONTRACTOR, or (ii) termination
of the Contract, and may then itself assert the claims assigned to it against
the aforesaid subcontractors, vendors, architects, building engineers, project
planners, and other persons involved in the Project. This Section shall not be
deemed a waiver in any form whatsoever of any claims against CONTRACTOR under
this Agreement, provided any sums collected by COMPANY under this Section 21.8
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shall be set off against COMPANY'S claims against CONTRACTOR. CONTRACTOR shall
recognize, and hereby consents to, any assignment by COMPANY of its right, title
and interest in such guarantees to any lender or lenders providing financing for
the Project. CONTRACTOR shall direct the issuer of any bank guarantee to make
all payments directly to COMPANY. In the event of revocation of the
entitlement, CONTRACTOR shall hold any such proceeds received by CONTRACTOR in
trust for COMPANY and shall promptly pay to COMPANY any such proceeds received
by CONTRACTOR.
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997