AMD 1998 Annual Report Download - page 180

2. SUBORDINATION. Subject to the terms hereof and by its execution
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hereof, Tenant acknowledges that the Security Instrument in favor of Lender,
shall remain a lien on the Property until such time when fully paid or otherwise
disposed of pursuant to the terms thereof, prior and superior to the Lease
(including specifically, without limitation, any option to purchase or rights of
first refusal affecting the Property, or any portion thereof, contained
therein), the leasehold estate created thereby and Tenant's right, title and
interest in the Property as if the Security Instrument had been executed,
delivered and duly recorded in the appropriate land records prior to the
execution and delivery of the Lease.
3. ATTORNMENT. If the interest of Landlord in the Property and under the
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Lease shall be acquired by Lender by reason of foreclosure of the Security
Instrument or any other act or proceeding(s) made or brought to enforce the
rights of the Lender, including, but not limited to, by deed in lieu of
foreclosure or as a result of any other means, then the Lease and all terms
therein, and the rights of Tenant thereunder, shall continue in full force and
effect and shall not be altered, terminated, or disturbed, except in accordance
with the terms of the Lease, and Tenant shall be bound to Lender and Lender
shall be bound to Tenant, subject to the terms hereof, under all of the terms,
covenants and conditions of the Lease for the balance of the term and any
renewals thereof with the same force and effect as if the Lender were the
Landlord under the Lease. In the event Lender acquires the interest of Landlord,
Tenant hereby agrees to attorn to Lender as its landlord, said attornment to be
effective and self-operative without the execution of any other instruments on
the part of either party hereto, immediately upon Lender succeeding to the
interest of Landlord under the Lease with written notice of same being delivered
to Tenant. Upon receipt by Tenant of said written notice from Lender that Lender
has succeeded to the interest of Landlord under the Lease, Tenant will make all
payments of monetary obligations due by Tenant under the Lease at the address
provided by Lender in the notice. Tenant agrees, however, upon the election of
and written demand by Lender within sixty (60) days after Lender receives title
to Property, to execute an instrument in confirmation of the foregoing
provisions, mutually satisfactory to Lender and Tenant, in which Lender and
Tenant shall acknowledge these agreements.
4. NONDISTURBANCE. If it becomes necessary to foreclose the Security
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Instrument, Lender will not terminate the Lease nor join Tenant in summary or
foreclosure proceedings so long as an Event of Default as defined in the Lease
has not occurred with respect to Tenant. If Lender shall succeed to the
interests of Landlord under the Lease, Lender shall be bound to the Tenant under
all of the terms, covenants and conditions of the Lease from and after the date
of such succession to Landlord's interest in the Lease, and Lender agrees to
recognize Tenant and further agrees that, provided an Event of Default under the
Lease has not occurred with respect to Tenant, Tenant shall not be disturbed in
its possession or use of the Property, said nondisturbance to be effective and
self-operative without the execution of any other instrument(s) on the part of
either party hereto, immediately upon Lender succeeding to the interest of
Landlord under the Lease. Tenant shall, from and after Lender's succession to
the interests of Landlord under the Lease, have the same remedies against Lender
for the breach of any provision contained in the Lease that Tenant might have
had under the Lease against Landlord if Lender had not succeeded to the
interests of Landlord under the Lease; provided further, however, that Lender
and any purchaser at foreclosure or owner by virtue of a deed in lieu of
foreclosure shall not be:
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999