AMD 1998 Annual Report Download - page 144

(c) No later than June 30, 1999, Tenant shall repair the roof
membrane in the Improvements, and no later than June 30, 2000 shall remove the
tree roots in the parking lot or otherwise repair the damage to the parking lot
caused by tree roots, both as specified in that certain report prepared by
Eckland Consulting, Inc. and dated October 28, 1998.
13. Alterations and Improvements.
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(a) Tenant shall have the right, without having obtained the
prior written consent of Landlord and Lender and provided that no Event of
Default then exists, to make (i) non-structural Alterations that do not affect
the structural integrity of the Improvements, or adversely affect any of the
mechanical or electrical systems of the Improvements, (ii) Alterations that are
required in order to comply with Law, (iii) structural Alterations or a series
of related structural Alterations that, as to any such structural Alterations or
series of related structural Alterations, do not cost in excess of $500,000 and
that do not affect the structural integrity of the Improvements or adversely
affect any of the mechanical or electrical systems in the Improvements and (iv)
to install Equipment in the Improvements or accessions to the Equipment that, as
to such Equipment or accessions, do not cost in excess of $500,000, so long as
at the time of construction or installation of any such Equipment or Alterations
no Event of Default exists and the value and utility of the Leased Premises is
not diminished thereby. If the cost of any structural Alterations, series of
related structural Alterations, Equipment or accessions thereto is in excess of
$500,000, the prior written approval of Landlord and Lender shall be required,
such approval not to be unreasonably withheld or delayed. Tenant shall not
construct upon the Land any additional buildings without having first obtained
the prior written consent of Landlord and Lender.
(b) If Tenant makes any Alterations pursuant to this Paragraph
13 or Paragraph 36 or as required by Paragraph 12 or 17 (such Alterations and
actions being hereinafter collectively referred to as "Work"), whether or not
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Landlord's consent is required, then (i) the market value of the Leased Premises
shall not be lessened by any such Work or its usefulness impaired, (ii) all such
Work shall be performed by Tenant in a good and workmanlike manner, (iii) all
such Work shall be expeditiously completed in compliance with all Legal
Requirements, (iv) all such Work shall comply with the Insurance Requirements,
(v) if any such Work involves the replacement of Equipment or parts thereto, all
replacement Equipment or parts shall have a value and useful life equal to the
greater of (A) the value and useful life on the date hereof of the Equipment
being replaced or (B) the value and useful life of the Equipment being replaced
immediately prior to the occurrence of the event which required its replacement,
(vi) Tenant shall promptly discharge or remove all liens filed against any of
the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay
for all permits and licenses required in connection with any such Work, (viii)
all such Work shall be the property of Landlord and shall be subject to this
Lease, and Tenant shall execute and deliver to Landlord any document requested
by Landlord evidencing the assignment to Landlord of all estate, right, title
and interest (other than the leasehold estate created hereby) of Tenant or any
other Person thereto or therein, and (ix) with respect to Alterations or a
series of related Alterations that cost in excess of $500,000, Tenant shall
comply, to the extent reasonably requested by Landlord or required by this
Lease, with the provisions of Paragraph 19(a), whether or not such Work involves
restoration of the Leased Premises.
14. Permitted Contests. Notwithstanding any other provision of this
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Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or
remove any lien referred to in Paragraph 11 or 13 or (c) take any action with
respect to any encroachment, violation, hindrance, obstruction or impairment
referred to in Paragraph 12(b) (such non-compliance with the terms hereof being
hereinafter referred to collectively as "Permitted Violations"), so long as at
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the time of such contest no Event of Default exists and so long as Tenant shall
contest, in good faith, the existence, amount or validity thereof, the amount of
the damages caused thereby, or the
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999