AMD 1994 Annual Report Download - page 123

but prior to the period (and the word "and" at the end of clause (iii) thereof
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is hereby deleted):
"; and
(v) The out-of-pocket expenses incurred by Lender in connection with
the negotiation, preparation, execution, delivery and perfection of the
loan documents entered into between Lender and Lessor pursuant to which
Lessor finances a portion of its obligations hereunder or otherwise
refinances its interest in this Lease, including, without limitation, all
reasonable fees and disbursements of counsel to Lender."
33. The following Sections are hereby inserted after Section 51 (and the
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subsequent Sections are hereby renumbered accordingly).
52. Additional Waivers. IN CONNECTION WITH THE TRANSACTIONS PROVIDED
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FOR HEREIN AND AS FURTHER CONSIDERATION FOR LESSOR AGREEING TO ENTER INTO
THIS SECOND AMENDMENT, LESSEE WAIVES, TO THE MAXIMUM EXTENT SUCH WAIVER IS
PERMITTED BY LAW, ANY AND ALL DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER
ANY ONE OR MORE OF CALIFORNIA CIVIL CODE (S)(S) 1951.2, 2808, 2809, 2810,
2815, 2819, 2820, 2821, 2838, 2839, 2845, 2848, 2849 AND 2850, TO THE
EXTENT APPLICABLE, CALIFORNIA CODE OF CIVIL PROCEDURE (S)(S) 580A, 580B,
580C, 580D AND 726, AND, TO THE EXTENT APPLICABLE, CHAPTER 2 OF PART IV,
TITLE 14, OF THE CALIFORNIA CIVIL CODE.
53. Lessee Further Acknowledgments. Lessee has been represented by
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legal and tax counsel, independent accountants and other professionals,
each of which has been personally selected by Lessee, as Lessee has found
necessary to consult concerning the consummation of the transactions
contemplated in this Lease and the other Operative Agreements, and such
representation has included an examination and analysis of Lessee's rights
and obligations and the basis of all accounting, tax, financial and legal
aspects and treatment under this Lease and the other Operative Agreements.
With respect to the accounting, tax, financial and legal consequences of
the transactions contemplated herein and in the Operative Agreements,
Lessee is relying solely upon the advice of its own tax, accounting and
legal advisors and upon its knowledge with respect thereto.
54. Certain Tax Matters. Without limiting the acknowledgements made by
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Lessee at Section 53, Lessor and Lessee agree that, in accordance with
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their intentions and the substance of the transactions contemplated hereby
and to
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995