AMD 1994 Annual Report Download - page 67

pay to Lessor immediately and without any deduction, discount or offset of
any nature, any amount not paid to Lessor by the Lessee (for any reason and
regardless of any defense or protection available to the Lessee with
respect thereto) which would have been paid to Lessor by the Lessee over
the full term of the Leases and upon the expiration thereof had the Lessee
fulfilled all of its obligations under the Leases including without
limitation Lessee's obligations arising upon the expiration or termination
of either of the Leases.
This is a Guaranty of performance and payment when due and not of collection.
Guarantor specifically agrees that it shall not be necessary or required that
Lessor exercise any right, assert any claim or demand or enforce any remedy
whatsoever against Lessee (or any other Person) before or as a condition to the
obligations of Guarantor hereunder. Guarantor acknowledges that it has received
full and complete copies of and has approved the Consent Agreement and the
Leases described in the recitals.
SECTION 2.2 Acceleration of Guaranty. Guarantor agrees that, in the
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event of the dissolution or insolvency of Lessee or Guarantor, or the inability
or failure of Lessee or Guarantor to pay debts as they become due, or an
assignment by Lessee or Guarantor for the benefit of creditors, or the
commencement of any case or proceeding in respect of Lessee or Guarantor under
any bankruptcy, insolvency or similar laws, and if such event shall occur at a
time when any of the Obligations of the Lessee may not then be due and payable,
Guarantor will pay to Lessor forthwith the full amount which would be payable
hereunder by Guarantor if all such Obligations were then due and payable.
SECTION 2.3 Guaranty Absolute, etc. This Guaranty shall in all respects
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be a continuing, absolute, unconditional and irrevocable guaranty of payment and
performance, and shall remain in full force and effect until all Obligations of
Lessee have been paid in full or performed, and all obligations of the Guarantor
hereunder shall have been paid in full. Guarantor guarantees that the
Obligations of Lessee will be paid and performed strictly in accordance with the
terms of the Lease or the Consent Agreement under which they arise, regardless
of any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of Lessor with respect thereto. The
liability of Guarantor under this Guaranty shall be absolute, unconditional and
irrevocable irrespective of, and Guarantor hereby waives:
(a) any defense based upon any lack of validity, legality or
enforceability of either of the Leases;
(b) any defense based upon the failure of Lessor
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995