AMD 1998 Annual Report Download - page 153

thirty percent (30%) of the gross space in the Leased Premises without the prior
written consent of Landlord, which consent shall be granted or withheld based on
a review of the Review Criteria as they relate to the proposed sublessee and the
terms of the proposed sublease. Landlord and Lender shall be deemed to have
acted reasonably in granting or withholding consent if such grant or disapproval
is based on their review of the Review Criteria applying prudent business
judgment.
(c) If Tenant assigns all its rights and interest under this
Lease, the assignee under such assignment shall expressly assume all the
obligations of Tenant hereunder, actual or contingent, including obligations of
Tenant which may have arisen on or prior to the date of such assignment, by a
written instrument delivered to Landlord at the time of such assignment. Each
sublease of any of the Leased Premises shall be subject and subordinate to the
provisions of this Lease. No assignment or sublease made as permitted by this
Paragraph 21 shall affect or reduce any of the obligations of Tenant hereunder,
and all such obligations shall continue in full force and effect as obligations
of a principal and not as obligations of a guarantor, as if no assignment or
sublease had been made. No assignment or sublease shall impose any additional
obligations on Landlord under this Lease.
(d) Tenant shall, within ten (10) days after the execution and
delivery of any assignment or sublease deliver a duplicate original copy thereof
to Landlord which, in the event of an assignment, shall be in recordable form.
(e) As security for performance of its obligations under this
Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title
and interest of Tenant in and to all subleases now in existence or hereafter
entered into for any or all of the Leased Premises, any and all extensions,
modifications and renewals thereof and all rents, issues and profits therefrom.
Landlord hereby grants to Tenant a license to collect and enjoy all rents and
other sums of money payable under any sublease of any of the Leased Premises,
provided, however, that Landlord shall have the absolute right to revoke said
license and to collect such rents and sums of money, to retain the same and to
the extent received the same shall be credited against Basic Rent as the same
shall be due and owing.
(f) Tenant shall not have the power to mortgage, pledge or
otherwise encumber its interest under this Lease or any sublease of the Leased
Premises, and any such mortgage, pledge or encumbrance made in violation of this
Paragraph 21 shall be void and of no force and effect.
(g) Tenant shall transfer its interest in this Lease to any
Person who purchases all or substantially all of the assets of Tenant.
(h) Landlord may sell or transfer the Leased Premises at any
time without Tenant's consent to any third party (each a "Third Party
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Purchaser"); provided, however, so long as no monetary Event of Default exists,
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in no event may Landlord sell or transfer to Intel Corporation, National
Semiconductor, Inc. or to any Person directly engaged in the design, engineering
or manufacturing of integrated circuits, including, without limitation, micro-
processors, memory, networking, logic and communications devices (any of the
foregoing a "Prohibited Purchaser"). The foregoing conditions shall not apply to
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any sale of the Leased Premises that occurs during the last eighteen months of
the Term, or to any sale to a pension fund or finance affiliate of a Prohibited
Purchaser (excluding, however, a pension fund or finance affiliate of Intel
Corporation or National Semiconductor, Inc.), and, in any event, the aforesaid
conditions shall be null and void and of no force and effect upon any
foreclosure of a Loan or acceptance by a Lender of a deed in lieu thereof. In
the event of any such transfer, Tenant shall attorn to any Third Party Purchaser
as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in
writing of such transfer and such Third Party Purchaser expressly
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999