AMD 2002 Annual Report Download - page 198

modification thereof, in each case given or made in accordance with the terms of and by the parties to the applicable AMD Inc. Primary Bank Credit Agreement.
SECTION 13.4 Affirmative Covenants of the Sponsors. The Sponsors, jointly and severally, agree, so long as any Primary Secured Obligations shall remain
outstanding or any Bank shall have any commitment under or arising out of the Loan Agreement, that each of AMD Holding, AMD Admin, and (prior to the
Substitution (if any)), AMD Saxony LLC will (and, at all times prior to the exercise of rights by the Security Agent under any of the Security Documents, AMD
Inc. will cause each of AMD Holding, AMD Admin, and (prior to the Substitution (if any)) AMD Saxony LLC to), unless the Agent (acting on the instructions of
an Instructing Group) shall have otherwise consented in writing:
(i) duly and punctually pay and perform all of its obligations under each of the Operative Documents to which it is a party in the manner and at the time
contemplated therein.
(ii) pay or discharge (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or any property
belonging to it prior to the date on which penalties attach thereto, and (b) all lawful claims prior to the time they become an Encumbrance upon any
property of any of AMD Holding, AMD Admin or AMD Saxony LLC, as the case may be, and other than taxes, assessments, charges, levies, or
claims included inclauses (a) and(b) above which are not, individually or collectively, substantial in aggregate amount;provided, that (after
providing notice thereof to the Agent) neither AMD Holding, nor AMD Saxony LLC, nor AMD Admin shall be required to pay or discharge any
such tax, assessment, charge, levy, or claim while the same is being contested by it in good faith and by appropriate proceedings and adequate book
reserves have been established with respect thereto, and so long as the lien or charge resulting from the nonpayment or non-discharge of such tax,
assessment, charge, levy, or claim shall not, individually or in the aggregate, have a Material Adverse Effect.
(iii) cause AMD Saxonia to preserve and maintain its existence as a Limited Partnership, rights, privileges, and franchises in the jurisdiction of its
incorporation, and cause AMD Saxonia to not have operations in any other jurisdiction.
(iv) comply in all material respects with all laws, rules, regulations, and governmental orders (Federal, state, local, and foreign) having applicability to it
or to the business or businesses at any time conducted by each of AMD Holding, AMD Admin, and AMD Saxony LLC except to the extent that any
such noncompliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(v) promptly following each of AMD Holding’s, AMD Admin’s and AMD Saxony LLC’s, as the case may be, receipt or transmission thereof, unless
otherwise concurrently delivered by another AMD Company to the Agent under an
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003