AMD 1998 Annual Report Download - page 141

access to the Leased Premises for the purpose of conducting Site Assessments
upon and remediation to the Leased Premises . Tenant shall upon Landlord's or
Lender's request provide Landlord and Lender with copies of all filings which
Tenant is required to submit to governmental agencies and all permits, licenses
and certificates which Tenant is required to obtain from governmental agencies,
in both cases with respect to the Leased Premises. Tenant shall give prompt
notice to Landlord and Lender of receipt by Tenant of any notice related to any
Legal Requirements and of the commencement of any proceedings or investigations
which relate to compliance with Legal Requirements. Any and all reports prepared
for or by Landlord with respect to the Leased Premises shall be for the sole
benefit of Landlord and Lender and no other Person shall have the right to rely
on any such reports.
(b) Tenant, at its sole cost and expense, will at all times
promptly and faithfully abide by, discharge and perform all of the covenants,
conditions and agreements contained in any Easement Agreement on the part of
Landlord or the occupier to be kept and performed thereunder and shall enter
into access agreements for the purposes described in the foregoing Paragraph
10(a), such agreements to be subject to the reasonable approval of Landlord.
Tenant will not alter, modify, amend or terminate any Easement Agreement, give
any consent or approval thereunder, or enter into any new Easement Agreement
without, in each case, the prior written consent of Landlord, which consent
shall not be unreasonably withheld (provided, however, that Landlord hereby
consents to the Site Access Agreement dated March 21, 1997 between AMD
International Sales & Service, Ltd., and Advanced Micro Devices, Inc. and 999
Arques Corporation and consents to the Site Access Agreement dated March 17,
1997 between AMD International Sales & Service, Ltd. and Advanced Micro Devices,
Inc. and CAE Electronics Inc.). Landlord shall cooperate with Tenant with
respect to the creation of easements and/or rights of way for ingress and egress
to and from the Leased Premises or in favor of municipal or other governmental
authorities or public service or utility companies for the installation of water
lines, sewers, electricity, telephone, gas, steam or easements for other
facilities and utilities reasonably required for the use and occupancy of the
Leased Premises.
(c) Upon prior written notice from Landlord, Tenant shall
permit such persons as Landlord may designate (who shall be a regional or
national environmental audit firm designated by Lender and who shall be Eckland
Consulting or another firm reasonably acceptable to Tenant) ("Site Reviewers")
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to visit the Leased Premises and perform environmental site investigations,
audits and assessments ("Site Assessments") on the Leased Premises for the
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purpose of determining whether there exists on the Leased Premises any
Environmental Violation or any condition which could result in any Environmental
Violation. Such Site Assessments may include both above and below the ground
testing for Environmental Violations and such other tests as may be necessary,
in the reasonable opinion of the Site Reviewers, to conduct the Site
Assessments; provided, however, that any such testing to be undertaken in
connection with any Site Assessment shall be conducted in such a manner as to
minimize any interference with Tenant's business operations at the Leased
Premises; and provided, further, that such Site Assessments shall not be
conducted more frequently than once every 24 months unless Landlord is required
to undertake a Site Assessment as a condition of obtaining financing or
refinancing, or in connection with a sale of the Leased Premises or if required
by a Lender. In such cases, the Site Assessment may be conducted by Landlord at
any time. The Site Assessment shall be limited to a visual inspection and review
of records unless (i) Landlord or Lender has reasonable cause to believe that an
Environmental Violation exists at the Leased Premises; (ii) intrusive testing is
required to be undertaken as a condition of Landlord obtaining financing or
refinancing or of a proposed sale of the Leased Premises or if required by a
Lender; or (iii) such testing is conducted within nine (9) months of the
expiration of the Lease Term, in which case such Site Assessment may include the
testing described above. Tenant shall supply to the Site Reviewers such
historical and operational information regarding the Leased Premises as may be
reasonably requested by the Site Reviewers to facilitate the Site Assessments,
and shall make available for meetings with the Site Reviewers appropriate
personnel having
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999