AMD 2004 Annual Report Download - page 433

(4) any of the representations and warranties, covenants, proof or information provided by the Lessee hereunder is incorrect or vague;
(5) any acceleration has occurred to the liabilities of the Lessee other than those under the Related Agreements, or the Lessee fails to perform its
guarantee obligation for the liabilities of a third party when due; or
(6) except for the preceding provisions of this clause, any adverse change has occurred or will possibly occur to the Lessee’s business or financial
condition and the acceleration of all liabilities is deemed required based on reasonable grounds in order to preserve the claims.
3 If this Agreement is terminated pursuant to the preceding two clauses, the Lessee shall immediately return the Equipment to the Lessor and immediately
pay the outstanding liabilities as of the termination date such as the overdue and unpaid Lease Rent at the time of such termination, the default interests,
the Stipulated Loss Value calculated as of the termination date under Clause 8 of Schedule 2, the Break Funding Cost and any other expense incurred by
the Lessor. The Lessee shall not request the return of the Lease Rent already paid.
4 If the Equipment is returned to the Lessor pursuant to the immediately preceding clause, the Lessor may sell the Equipment under the sales terms
determined by the Lessor at its discretion and apply the proceeds of such sale after deducting any costs and expenses to the repayment of the liabilities
under the immediately preceding clause. The Lessor may also evaluate the fair market value of the Equipment and apply the amount of such evaluation
after deducting the relevant costs and expenses to the repayment of the liabilities under the immediately preceding clause. The Lessee shall not be released
from the liabilities under the immediately preceding paragraph which remain after such application.
5 In addition to the immediately preceding clause, in the case that this Agreement is terminated pursuant to Clause 1 or 2 of Article 26, if the advance
payment under Clause 3 of Article 24 or the deposit under Clause 1 of Article 25 has been paid, the Lessor may apply all or any of such advance payment
or deposit to the repayment of the Lessee’s liabilities under Clause 3 of Article 26 without any specific notification to the Lessee.
6 If the Lessee is required to return the Equipment pursuant to Clause 3 of Article 26, the conditions of the Equipment upon return, the method of such
return, etc. shall be governed by the provisions of Article 25, unless otherwise specified in this Article 26.
7 Notwithstanding the foregoing clauses in this Article 26, until the Lessor shall have sold the Equipment or the Unit pursuant to Clause 4 of Article 26, the
Lessee shall have an option to purchase the Equipment or the Unit not yet sold by paying to the Lessor the Stipulated Loss Value calculated as of the
termination date in respect of such Equipment or Unit, any unpaid Lease Rent and any other amount (including default interests) payable by the Lessee to
the Lessor under Clause 3 of Article 26; provided that the Lessor’s consent shall be required unless all of the Equipment is purchased. If the Lessee pays
such amount to the Lessor and purchases the Equipment or the Unit, the Lessor shall assign the Equipment or the Unit to the Lessee on an “as-is, where-is”
basis without any warranty of the Performance, Etc. or otherwise. Such assignment shall be made pursuant to the certificate of conveyance in the form of
Schedule 5.
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005