AMD 1998 Annual Report Download - page 182

contained in the Lease that they might have had under the Lease against each
other if Lender were the original Landlord under the Lease.
5. LIMITATIONS ON LIABILITY. Neither this Agreement, the Assignment, nor
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anything to the contrary in the Lease shall, prior to Lender's acquisition of
Landlord's interest in and possession of the Property, operate to give rise to
or create any responsibility or liability for the control, care, management or
repair of the Property upon Lender, or impose responsibility for the carrying
out by Lender of any of the covenants, terms and conditions of the Lease, or
constitute Lender a "mortgagee in possession," nor shall said instrument operate
to make Lender responsible or liable for any waste committed on the Property by
any person whatsoever, or for any dangerous or defective condition of the
Property, or for any negligence in the management, upkeep, repair or control of
the Property resulting in loss, injury or death to any tenant, licensee,
invitee, guest, employee, agent or stranger, provided however that Tenant will
accept performance by Lender of any obligation required to be performed by
Landlord under the terms of the Lease with the same force and effect as though
performed by Landlord. Notwithstanding anything to the contrary in the Lease,
Lender shall be responsible (subject to the limitations under paragraph 4 above)
for performance of only those covenants and obligations of the Lease accruing
after Lender's acquisition of Landlord's interest in and possession of the
Property. In the event Lender becomes substitute landlord, Lender may assign its
interest as substitute landlord without notice to or the consent of Tenant
provided that such substitute landlord expressly assumes Lender's obligations as
substitute Landlord under that Agreement.
Anything herein or in the Lease to the contrary notwithstanding, in the
event that Lender shall acquire title to the Property, Lender shall have no
obligation, nor incur any liability beyond the then-existing ownership interest,
if any, of Lender in the Property and Tenant shall look exclusively to such
interest of Lender in the Property for the payment and discharge of any
obligations imposed upon Lender hereunder or under the Lease, and Lender is
hereby released and relieved of any other liability hereunder and under the
Lease. As regards Lender, Tenant shall look solely to the estate or interest
owned by Lender in the Property and Tenant will not collect or attempt to
collect any judgment out of any other assets of Lender.
6. WARRANTIES AND REPRESENTATIONS. Tenant hereby warrants, represents,
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covenants and agrees to and with Lender:
(a) not to alter, modify, cancel, terminate or surrender the Lease,
except as provided therein;
(b) after the date hereof (except as otherwise expressly provided in
the Lease), not to enter into any agreement with Landlord, its successors
or assigns, which grants any concession with respect to the Lease or which
reduces the rent or other Tenant obligations called for thereunder without
the express written consent of Lender and Tenant acknowledges that any such
agreement entered into without Lender's consent shall not be binding on
Lender;
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999