AMD 2004 Annual Report Download - page 421

apparent or not, in the Equipment. The Lessor shall neither make any guarantee as to any absence of Encumbrances, Etc. on the Equipment or the
Components nor bear any warranty liability in respect of any Encumbrances, Etc., whether known to it or not.
2 The Lessee shall, at its own responsibility and cost, obtain any appropriate quality assurance from the Manufacturer or the suppliers of the Components
and make arrangements for after-sale services thereof, and hereby assign to the Lessor the rights (other than those which are not assignable) against such
parties as to the Equipment such as any rights to warranty or guarantee (including claims for defect warranty). Notwithstanding the foregoing, the Lessee
may, so long as no Termination Event occurs, exercise such rights to warranty or guarantee in its own name and be entitled to the performance of such
warranty or guarantee directly from the Manufacturer or the suppliers of the Components during the Lease Term.
3 If the Lessee suffers any damages or disadvantages, etc. as a result of any lack of the Performance, Etc. of the Equipment, the Lessee may, at its own
responsibility and cost, make claims directly against the Manufacturer or the supplier of the Components for the damages and the recovery of
disadvantages based on the rights set forth in the immediately preceding clause, and the Lessor shall not be responsible therefor provided, however, that
the Lessee’s obligations under Article 14 shall not be affected.
Article 9 (Loss, Damage and Risk Bearing)
1 Upon the occurrence of an Event of Total Loss to all of the Equipment or any of the Units, the Lessee shall immediately notify the Lessor of such
occurrence and shall, no later than the earlier of (a) the day which is 90 days after the occurrence of such Event of Total Loss (or any subsequent day
agreed upon between the Lessor and the Lessee if such Event of Total Loss occurs caused by the event not attributable to the Lessee) or (b) the Bank
Business Day immediately following the day on which the insurance proceeds payable for the insurance as provided in Article 19 are paid, pay to the
Lessor the Stipulated Loss Value in respect of such Equipment or Unit, the Break Funding Cost and other liabilities due and payable as of such payment
date, and all any other expenses incurred by the Lessor.
2 When the Lessee makes the payment under the immediately preceding clause, the Lessor shall transfer to the Lessee the rights to the Equipment or the
Units subject to the Event of Total Loss and the rights against the third party which the Lessor acquires as a result of the occurrence of such Event of Total
Loss (excluding rights to claim the compensation or indemnity for the liability for damage to be borne by the Lessor) on an “as-is, where-is” basis at the
time of such transfer and without any warranty of the Performance, Etc., any financial capability or creditworthiness of such third party or otherwise.
3 When the Lessor receives any compensation for damages (including any moneys, whatever they may be called, paid for the purpose of compensation or
indemnity for damages and disadvantages caused by an Event of Total Loss but excluding moneys paid for the purpose of compensation or indemnity for
the liability for damage to be borne by the Lessor) from any third party or total loss insurance proceeds as a result of the occurrence of an Event of Total
Loss to the Equipment or the Unit, and if the Lessee fails to make the payment of the Stipulated Loss Value under Clause 1 of Article 9
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005