AMD 1998 Annual Report Download - page 162

Lender for changes or modifications in this Lease. In particular, Tenant shall
agree, upon request of Landlord, to supply any such Lender with such notices and
information as Tenant is required to give to Landlord hereunder and to extend
the rights of Landlord hereunder to any such Lender and to acknowledge such
financing and the assignment of this Lease to Lender if such acknowledgment is
requested by such Lender.
32. Subordination, Non-Disturbance and Attornment. This Lease
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shall be subject and subordinate to any Mortgage which is hereafter executed or
recorded securing a Loan, provided, however, such subordination shall only be
effective if the Lender agrees in a written subordination of substantially the
same substance as the document attached hereto as Exhibit "F", with such non-
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material changes as the Landlord may reasonably request, that so long as there
exists no outstanding Event of Default at the time the Mortgage terminates by
foreclosure or otherwise: (i) this Lease shall survive such termination; (ii)
the Lender or any purchaser acquires Landlord's interest under this Lease
pursuant to or in lieu of proceedings for enforcement of any Mortgage, the
Lender or any purchaser shall assume all of Landlord's obligations hereunder
arising during the period commencing on the date of such acquisition and ending
on the date such interest is conveyed or transferred to a subsequent party that
assumes the obligations of Landlord hereunder arising during the period such
party so holds Landlord's interest, subject in all events to the terms of
Paragraph 30 of this Lease. Provided the conditions of the preceding sentence
are satisfied, Tenant covenants and agrees to execute and deliver, upon request
by Landlord, the subordination described above, and any additional documents
evidencing the subordination of this Lease with respect to any such Mortgage
reasonably required by the Lender and the agreement of Tenant to attorn to the
Lender or any such purchaser.
33. INTENTIONALLY DELETED.
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34. Tax Treatment; Reporting. Landlord and Tenant each acknowledge
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that each shall treat this transaction as a true lease for state law purposes
and shall report this transaction as a Lease for Federal income tax purposes.
For Federal income tax purposes each shall report this Lease as a true lease
with Landlord as the owner of the Leased Premises and Equipment and Tenant as
the lessee of such Leased Premises and Equipment including: (1) treating
Landlord as the owner of the property eligible to claim depreciation deductions
under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with
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respect to the Leased Premises and Equipment, (2) Tenant reporting its Rent
payments as rent expense under Section 162 of the Code, and (3) Landlord
reporting the Rent payments as rental income.
35. Excess Land.
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(a) Landlord acknowledges that the Excess Land is not necessary
for Tenant's current and contemplated use of the Leased Premises. Landlord
shall, upon not less than thirty (30) days prior written notice to Landlord and
Lender, convey the Excess Land to or as directed by Tenant for no consideration
(other than having entered into this Lease with Tenant); provided, that no
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Event of Default under this Lease or under the documents evidencing and securing
the Loan exists and the following conditions are satisfied: (i) the Leased
Premises shall have been subdivided in compliance with all applicable
subdivision laws, Legal Requirements and Easement Agreements so that the Excess
Land and the remainder of the Leased Premises (the "Retained Premises") are
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separate tracts, (ii) after such sale both the Excess Land and the Retained
Premises shall comply with all applicable Laws, Legal Requirements and Easement
Agreements, (iii) the release of the Excess Land does not materially impact the
functional use, legal use or viability of the Retained Premises, (iv) Tenant
shall have complied with all requirements of Lender set forth in the Mortgage
with respect to the release of the Excess Land, and (v) all Costs of Landlord,
Lender and Tenant in connection with the conveyance of the Excess Land and in
complying with the above conditions, including reasonable attorneys' fees,
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999