AMD 2000 Annual Report Download - page 233

(and without, to the extent practicable, disrupting production at the Plant),
observe the operation of the Plant and its component parts to determine if the
Plant and its component parts (except for uninstalled spares):
(x) are in operation and performing normally; and
(y) demonstrate as a whole the operation of the principal
component parts of the Plant at production rates consistent
with the design capacity of the Plant (as observed by the
Technical Advisor from the operating log sheets and such other
data as may be reasonably available and is demonstrated from
AMD Saxonia's operating reports, copies of which will be
obtained by the Technical Advisor).
The Technical Advisor will not be required to conduct specific tests on
individual pieces of the Plant or its component parts in making this
determination. In order to certify that the Plant has met the tests, or has
demonstrated performance equivalent to the tests, set forth in the definition
"Perform in Accordance with the Plans and Specifications", the Technical Advisor
will:
(i) in the case of demonstrated performance equivalent to the
tests of the Plant (or portion thereof), obtain and rely on
copies of, review, and analyze, AMD Saxonia's operating data
comprising, but not limited to, daily log sheets, yield test
results, and product shipments and, based upon the foregoing,
will determine if the Plant (or such portion) has
demonstrated its required performance; and
(ii) in the case of a formal test run, observe the operations
during normal business hours to verify the operating rates
and time of operation and obtain and rely on copies of and
review and analyse AMD Saxonia's operating data (as specified
in clause (i) above) to independently determine if the Plant
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(or portion thereof) has demonstrated its required
performance.
"Permitted Encumbrances" means, (i) in the case of AMD Saxonia or AMD
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Holding, any Encumbrance arising by operation of law in the ordinary course of
business, Encumbrances arising in the ordinary course of business as a result of
a supplier retaining title to goods supplied pending payment for such goods, and
Encumbrances on the Security pursuant to the Security Documents, and (ii) in the
case of AMD Inc. or any Subsidiary of AMD Inc. (other than AMD Saxonia or AMD
Holding), a "Permitted Lien" under, and as defined in, the AMD Inc. 1999 Loan
and Security Agreement (or the equivalent thereof in any other AMD Inc. Primary
Bank Credit Agreement).
"Person" means an individual or a corporation, partnership, trust,
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incorporated or unincorporated association, joint venture, joint stock company,
government (or an agency or political subdivision thereof), or other juridical
entity of any kind.
"Plans and Specifications" means the plans and specifications to be
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prepared by AMD Saxonia and approved by each of the Sponsors (which approval
shall not be unreasonably delayed or
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001