AMD 2000 Annual Report Download - page 181

approved by the Sponsors setting out all projected future Capital
Expenditure in connection with the Project. Prior to Completion, AMD
Saxonia will consult and agree with the Agent on a timely basis any
amendments or variations to the Project Budget or the Project Schedule
which it regards as necessary. Project Budgets and Project Schedules
amended with the consent of the Agent, who may consult with the Technical
Advisor, the Auditor and the Banks' Auditors with regard thereto, shall be
regarded as Project Budgets and Project Schedules within the meaning of
this Agreement.
(S) 19
Project Accounts
19.1 AMD Saxonia undertakes to ensure that - without prejudice to (S) 17.15 (vi)
(e) - all payments under the Operative Documents or otherwise in connection
with the Project which are made to it or to be paid by it are effected only
through one or more of the accounts maintained with the Security Agent
(such accounts herein referred to as "Project Accounts").
19.2 Amounts standing to the credit of the Project Accounts may be used only in
the ordinary course of business of AMD Saxonia (including for the purpose
of financing Capital Expenditure), for the settlement of financing costs
and for the repayment of the Facilities, the payment of interest and the
repayment of principal under the Revolving Loan Facility Agreement (to the
extent permitted under the Sponsors' Subordination Agreement set out in
Schedule 30, as amended).
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19.3 Cash standing to the credit of the Project Accounts may be invested in the
securities and assets set out in Schedule 23 which shall be maintained in a
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custody account maintained solely with the Security Agent forming part of a
Project Account or in other custody accounts opened with the consent of the
Agent and charged to the Banks.
19.4 [left intentionally blank].
19.5 The Banks shall be entitled to set off any claims due against AMD Saxonia
against the amount standing to the credit of any of the Project Accounts;
it shall be sufficient for this purpose for the Agent to issue a
declaration of set off.
19.6 All credits securities and assets standing to the credit of the Project
Accounts shall be charged in favour of the Banks as security for their
claims under this Agreement pursuant to (S) 8.
(S) 20
Consent of the Banks
20.1 In all cases in which AMD Saxonia requires the consent of the Agent, the
Security Agent or the Banks pursuant to the provisions of this Agreement,
the Agent, the Security Agent and/or the Banks shall be entitled to
withhold their consent only if the legal or
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001