AMD 2003 Annual Report Download - page 207

1.2 Even in case the Borrower has any defense (other than the defense of the obligations being undue) in respect of the obligations of the Borrower under the
Agreement, the Guarantor shall undertake obligations in the same term with such obligations, which the Borrower would have incurred if there has not
been any defense, and if any such obligation has become due or demanded, the Guarantor shall, in accordance with the procedure set forth under Clause 16
of the Agreement, immediately and fully pay to the Agent, which has become payable to the Agent, and to the Lender via the Agent, which has become
payable to the Lender.
1.3 Even in case any obligation of the Borrower under the Agreement has become affected by default, merger, reorganization to a holding company or its
subsidiary, spin-off, or any other regime similar to the foregoing by the Borrower, or has become affected by change of laws etc. (including foreign laws)
applicable to the Borrower, the guarantee obligations of the Guarantor under this Clause shall be deemed to have no consequence thereof.
1.4 Even in case the Guarantor becomes a creditor by performance of the guarantee obligation under this Clause or any other obligation, until all of the
Borrower’s obligations under the Agreement are fulfilled, the Guarantor shall not exercise any right as the creditor without the Agent’s consent, and even
if the Guarantor exercise such rights, such exercise shall be subordinated to the Lender’s rights against the Borrower.
2 Representations and Warranties
The Guarantor represents and warrants to the Lender and the Agent that each of the following matters is true and correct at the execution date of this Guarantee
and at the Drawdown Date. In the event that any of the following matters is found to be untrue or incorrect, the Guarantor shall fully indemnify all of the losses
and costs incurred by the Lender and the Agent by such untrue or incorrect representation and warranty:
(i) The Guarantor is a stock company (kabushiki kaisya) duly incorporated and validly existing under the laws of Japan.
(ii) The Guarantor has a legal capacity (sui juris) necessary for execution and performance of this Guarantee, execution and performance of this
Guarantee by the Guarantor and any transactions associated herewith are within the corporate purposes of the Guarantor, and the Guarantor has duly
completed all procedures necessary therefor under the Laws and Ordinances, the Articles of Incorporation and other internal company rules of the
Guarantor.
2
Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004