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Guarantor agrees that any release which may be given by Lessor to Lessee or any

other guarantor shall not release Guarantor. Without limiting the foregoing,

Guarantor acknowledges that a breach of any representation, warranty or covenant

of Guarantor hereunder will result in an Event of Default under each of the

Leases. Without limiting any other remedy Lessor may have against Guarantor

hereunder or against Lessee under the Leases, Guarantor shall following the

occurrence of any such breach under this Guarantee and upon the written demand

of Lessor purchase the Property as required pursuant to Section 41 of the

Amended Land Lease and Section 41 of the Amended Building Lease.

SECTION 2.4 Reinstatement, etc. Guarantor agrees that this Guaranty

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shall continue to be effective or be reinstated, as the case may be, if at any

time any payment (in whole or in part) or performance of any of the Obligations

of Lessee is rescinded or must otherwise be restored by Lessor, upon the

insolvency, bankruptcy or reorganization of the Lessee or for any other reason,

all as though such payment or performance had not been made.

SECTION 2.5 Waiver, etc. (a) Guarantor hereby waives promptness,

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diligence, notice of acceptance and any other notice with respect to any of the

Obligations of Lessee and this Guaranty and any requirement that Lessor protect,

secure, respect or insure any Lien, or any property subject thereto, or exhaust

any right or take any action against Lessee or any other Person (including any

other Guarantor) or entity or any collateral securing the Obligations of Lessee.

Guarantor further waives (to the maximum extent permitted by law) any defense

arising by reason of any claim or defense based upon any limitation imposed on

amounts recoverable by Lessor under the Leases, including, if and to the extent

applicable, the provisions of California Civil Code Section 1951.2 or an

election of remedies by Lessor including, if and to the extent applicable, the

provisions of (S)(S)580d and 726 of the California Code of Civil Procedure or

any similar law of California or any other jurisdiction.

(B) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION

SET FORTH IN THIS GUARANTY, GUARANTOR SPECIFICALLY WAIVES ANY POSSIBLE CLAIM

THAT GUARANTOR IS NOT A TRUE GUARANTOR OF THE LEASES (OR EITHER OF THEM),

WHETHER SUCH CLAIM IS BASED UPON ANY CONTENTION THAT THE LEASES (OR EITHER OF

THEM) ACTUALLY REPRESENT ONE OR MORE LOAN TRANSACTIONS, OR UPON ANY CONTENTION

THAT GUARANTOR ACTUALLY IS THE TRUE DEBTOR IF THE LEASES (OR EITHER OF THEM)

ACTUALLY REPRESENT ONE OR MORE LOAN TRANSACTIONS, OR UPON ANY OTHER SIMILAR OR

DISSIMILAR CONTENTION, OR UPON ANY COMBINATION THEREOF; AND GUARANTOR FURTHER

HEREBY 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

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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995