AMD 1998 Annual Report Download - page 164

(c) Tenant shall pay all Costs incurred by Landlord in
connection with any such modification to this Lease and such financing,
including closing costs, brokerage fees, taxes, recording charges and reasonable
legal fees and expenses.
(d) To the extent that the terms of the Mortgage or any other
document encumbering any of the Leased Premises shall require the consent of
Lender and/or the holder or holders of any encumbrance on any of the Leased
Premises (the "Encumbrancers") to the addition or construction of any Major
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Alterations or to the financing thereof by Landlord, the rights and obligations
of Landlord and Tenant under Paragraph 13 and this Paragraph 36 are expressly
conditioned upon Tenant's obtaining, prior to the commencement of any
construction, the Encumbrancers' written consent to such construction and to
Landlord's obtaining, in the event Landlord has agreed to pay for the Major
Alterations, the Encumbrancers' written consent to such financing.
(e) If Landlord and Tenant do not reach agreement on Tenant's
request to have Landlord finance the Alteration Costs, Tenant shall, subject to
the provisions of Paragraph 13 of this Lease, have the right to construct the
Major Alterations at Tenant's sole cost and expense. In any event, the
construction of the Major Alterations shall be performed in accordance with the
provisions of Paragraph 13 hereof and the Major Alterations shall be the
property of Landlord and part of the Leased Premises subject to this Lease.
(f) Nothing contained in this Paragraph 36 shall be construed
to modify Paragraph 13 hereof, and the provisions of Paragraph 12 and
subparagraphs (i) and (ii) of Paragraph 13(a) shall apply to all Major
Alterations made or constructed hereunder, including the requirement for
Landlord's consent to Alterations.
37. Security Deposit.
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(a) Concurrently with the execution of this Lease, Tenant has
delivered to Landlord cash in the amount of Ten Million Dollars ($10,000,000)
(the "Security Deposit") which shall be deposited in a segregated interest-
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bearing account (the "Account") with a financial institution or institutions
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selected by Lender or Landlord. The Security Deposit shall secure the payment by
Tenant of the Rent and all other charges or payments to be paid hereunder and
the performance of the covenants and obligations contained herein.
(b) If at any time an Event of Default shall have occurred and
be continuing beyond the applicable grace period, if any, Landlord shall be
entitled, at its sole discretion, at any time and from time to time, to withdraw
the Security Deposit or any portion thereof from the Account and to apply the
proceeds in payment of (i) any Rent or other charges for the payment of which
Tenant shall be in default, (ii) any expense incurred by Landlord in curing any
default of Tenant, (iii) any other sums due to Landlord in connection with any
default or the curing thereof, including, without limitation, any damages
incurred by Landlord by reason of such default, including maintenance expenses
and management fees and/or (iv) the payment of leasing commissions and tenant
improvements for any substitute tenant. If any portion of the Security Deposit
is used, retained or applied by Landlord for any purpose set forth above, Tenant
shall, within fifteen (15) days after demand therefor is made by Landlord,
provide to Landlord cash which complies with the requirements of this Paragraph
37 so that the Security Deposit is in the original principal amount thereof.
Landlord shall deliver to Tenant copies of all statements regarding the
account(s) in which the Security Deposit is held promptly after receipt thereof
by Landlord.
(c) So long as no Event of Default exists, at any time
following the later to occur of payment in full of the Initial Loan or the
expiration of the tenth (10th) Lease Year, the balance of the Security Deposit
shall be returned to Tenant upon the earlier to occur of:
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999