Common use of Payment of Shortfall Clause in Contracts

Payment of Shortfall. The granting of the Subsidies is contingent on the adherence by the Sponsors and AMD Saxonia to particular conditions, requirements, and covenants. If, for any reason whatsoever, any AMD Company or any Affiliate of any AMD Company breaches any such conditions, requirements, or covenants, and, accordingly, causes the Subsidies not to be paid or, as a result of any such breach, the Subsidies are required to be repaid (in either such case the amount thereof being hereinafter called a "Shortfall"), then, without delay --------- following its or their receipt of a demand therefor by the Agent, either: (i) AMD Holding shall contribute Equity Capital (or other contributions to AMD Saxonia's capital reserves) to AMD Saxonia, and AMD Inc. shall cause AMD Holding to so contribute to AMD Saxonia (and AMD Inc. shall, to the extent necessary, contribute sufficient funds, or otherwise cause sufficient funds to be made available, to AMD Holding as shall be necessary to enable AMD Holding to so contribute to AMD Saxonia); and/or (ii) one or both Sponsors shall make Sponsors' Loans to AMD Saxonia, in either case in an aggregate amount (and, if the Subsidies have not yet been provided, as and when the Subsidies, but for such breach, would have otherwise been provided) equal to the Shortfall. For the avoidance of doubt: (i) the obligations of the Sponsors contained in this Article VI are in ---------- addition to, and not in limitation of, their obligations contained elsewhere in this Agreement and in the other Operative Documents, and shall survive Completion; and (ii) the Sponsors shall not be relieved of the foregoing obligations by virtue of: (a) any prior Sponsors' Loans made by the Sponsors (or either of them), including without limitation, the additional Sponsors' Loan in an amount of $34,000,000 made by AMD Inc. to AMD Saxonia on 26 September 1997 and referred to in Section 3.5 above and the ----------- Class C Sponsors' Loan in an amount of $ 70,000,000 made by AMD Inc. to AMD Saxonia on 30 June 1999 and referred to in Section ------- 3.4 above; --- (b) any prior contributions of Equity Capital (or other contributions to AMD Saxonia's capital reserves) by AMD Holding; (c) any prior Revolving Loans made by the Sponsors (or either of them); or (d) any payment made by either Sponsor under the Sponsors' Guaranty; provided, however, that the Sponsors shall have no liability as aforesaid in -------- ------- respect of any Subsidies which fail to be provided at any time after the foreclosure by the Security Agent upon any security provided by the Security Documents, unless such failure is attributable to any such breach by AMD Inc. or any of its Affiliates (other than AMD Saxonia or AMD Holding, if then Affiliates of AMD Inc.) occurring after such foreclosure.

Payment of Shortfall. The granting of the Subsidies is contingent on the adherence by the Sponsors and AMD Saxonia to particular conditions, requirements, and covenants. If, for any reason whatsoever, any AMD Company or any Affiliate of any AMD Company breaches any such conditions, requirements, or covenants, and, accordingly, causes the Subsidies not to be paid or, as a result of any such breach, the Subsidies are required to be repaid (in either such case the amount thereof being hereinafter called a "“Shortfall"”), then, without delay --------- following its or their receipt of a demand therefor by the Agent, either: (i) AMD Holding shall contribute Equity Capital (or other contributions to AMD Saxonia's ’s capital reserves) to AMD Saxonia, and AMD Inc. shall cause AMD Holding to so contribute to AMD Saxonia (and AMD Inc. shall, to the extent necessary, contribute sufficient funds, or otherwise cause sufficient funds to be made available, to AMD Holding as shall be necessary to enable AMD Holding to so contribute to AMD Saxonia); and/or (ii) one or both Sponsors shall make Sponsors' ’ Loans to AMD Saxonia, in either case in an aggregate amount (and, if the Subsidies have not yet been provided, as and when the Subsidies, but for such breach, would have otherwise been provided) equal to the Shortfall. For the avoidance of doubt: (i) the obligations of the Sponsors contained in this Article VI are in ---------- addition to, and not in limitation of, their obligations contained elsewhere in this Agreement and in the other Operative Documents, and shall survive Completion; and (ii) the Sponsors shall not be relieved of the foregoing obligations by virtue of: (a) any prior Sponsors' ’ Loans made by the Sponsors (or either of them), including without limitation, the additional Sponsors' ’ Loan in an amount of $34,000,000 made by AMD Inc. to AMD Saxonia on 26 September 1997 and referred to in Section 3.5 above and the ----------- Class C Sponsors' ’ Loan in an amount of $ 70,000,000 made by AMD Inc. to AMD Saxonia on 30 June 1999 and referred to in Section ------- 3.4 above; ---; (b) any prior contributions of Equity Capital (or other contributions to AMD Saxonia's ’s capital reserves) by AMD Holding; (c) any prior Revolving Loans made by the Sponsors (or either of them); or (d) any payment made by either Sponsor under the Sponsors' ’ Guaranty; provided, however, that the Sponsors shall have no liability as aforesaid in -------- ------- respect of any Subsidies which fail to be provided at any time after the foreclosure by the Security Agent upon any security provided by the Security Documents, unless such failure is attributable to any such breach by AMD Inc. or any of its Affiliates (other than AMD Saxonia or AMD Holding, if then Affiliates of AMD Inc.) occurring after such foreclosure.

Payment of Shortfall. The granting of the Subsidies is contingent on the adherence by the Sponsors and AMD Saxonia to particular conditions, requirements, and covenants. If, for any reason whatsoever, any AMD Company or any Affiliate of any AMD Company breaches any such conditions, requirements, or covenants, and, accordingly, causes the Subsidies not to be paid or, as a result of any such breach, the Subsidies are required to be repaid (in either such case the amount thereof being hereinafter called a "Shortfall"), then, without delay --------- following its or their receipt of a demand therefor by the Agent, either: (i) AMD Holding shall contribute Equity Capital (or other contributions to AMD Saxonia's capital reserves) to AMD Saxonia, and AMD Inc. shall cause AMD Holding to so contribute to AMD Saxonia (and AMD Inc. shall, to the extent necessary, contribute sufficient funds, or otherwise cause sufficient funds to be made available, to AMD Holding as shall be necessary to enable AMD Holding to so contribute to AMD Saxonia); and/or (ii) one or both Sponsors shall make Sponsors' Loans to AMD Saxonia, in either case in an aggregate amount (and, if the Subsidies have not yet been provided, as and when the Subsidies, but for such breach, would have otherwise been provided) equal to the Shortfall. For the avoidance of doubt: (i) the obligations of the Sponsors contained in this Article VI are in ---------- addition to, and not in limitation of, their obligations contained elsewhere in this Agreement and in the other Operative Documents, and shall survive Completion; and (ii) the Sponsors shall not be relieved of the foregoing obligations by virtue of: (a) any prior Sponsors' Loans made by the Sponsors (or either of them), including without limitation, the additional Sponsors' Loan in an amount of $34,000,000 made by AMD Inc. to AMD Saxonia on 26 September 1997 and referred to in Section 3.5 above and the ----------- Class C Sponsors' Loan in an amount of $ 70,000,000 made by AMD Inc. to AMD Saxonia on 30 June 1999 and referred to in Section ------- 3.4 above; ---; (b) any prior contributions of Equity Capital (or other contributions to AMD Saxonia's capital reserves) by AMD Holding; (c) any prior Revolving Loans made by the Sponsors (or either of them); or (dc) any payment made by either Sponsor under the Sponsors' Guaranty; provided, however, that the Sponsors shall have no liability as aforesaid in -------- ------- ----------------- respect of any Subsidies which fail to be provided at any time after the foreclosure by the Security Agent upon any security provided by the Security Documents, unless such failure is attributable to any such breach by AMD Inc. or any of its Affiliates (other than AMD Saxonia or AMD Holding, if then Affiliates of AMD Inc.) occurring after such foreclosure.

Payment of Shortfall. The granting of the Subsidies is contingent on the adherence by the Sponsors and AMD Saxonia to particular conditions, requirements, and covenants. If, for any reason whatsoever, any AMD Company or any Affiliate of any AMD Company breaches any such conditions, requirements, or covenants, and, accordingly, causes the Subsidies not to be paid or, as a result of any such breach, the Subsidies are required to be repaid (in either such case the amount thereof being hereinafter called a "Shortfall"), then, without delay --------- following its or their receipt of a demand therefor by the Agent, either: (i) AMD Holding shall contribute Equity Capital (or other contributions to AMD Saxonia's capital reserves) to AMD Saxonia, and AMD Inc. shall cause AMD Holding to so contribute to AMD Saxonia (and AMD Inc. shall, to the extent necessary, contribute sufficient funds, or otherwise cause sufficient funds to be made available, to AMD Holding as shall be necessary to enable AMD Holding to so contribute to AMD Saxonia); and/or (ii) one or both Sponsors shall make Sponsors' Loans to AMD Saxonia, in either case in an aggregate amount (and, if the Subsidies have not yet been provided, as and when the Subsidies, but for such breach, would have otherwise been provided) equal to the Shortfall. For the avoidance of doubt: (i) the obligations of the Sponsors contained in this Article VI are in ---------- addition to, and not in limitation of, their obligations contained elsewhere in this Agreement and in the other Operative Documents, and shall survive Completion; and (ii) the Sponsors shall not be relieved of the foregoing obligations by virtue of: (a) any prior Sponsors' Loans made by the Sponsors (or either of them), including without limitation, the additional Sponsors' Loan in an amount of $34,000,000 made by AMD Inc. to AMD Saxonia on 26 September 1997 and referred to in Section 3.5 above and the ----------- Class C Sponsors' Loan in an amount of $ $70,000,000 made by AMD Inc. to AMD Saxonia on 30 June 1999 and referred to in Section ------- 3.4 above; ---; (b) any prior contributions of Equity Capital (or other contributions to AMD Saxonia's capital reserves) by AMD Holding; (c) any prior Revolving Loans made by the Sponsors (or either of them); or (d) any payment made by either Sponsor under the Sponsors' Guaranty; provided, however, that the Sponsors shall have no liability as aforesaid in -------- ------- respect of any Subsidies which fail to be provided at any time after the foreclosure by the Security Agent upon any security provided by the Security Documents, unless such failure is attributable to any such breach by AMD Inc. or any of its Affiliates (other than AMD Saxonia or AMD Holding, if then Affiliates of AMD Inc.) occurring after such foreclosure.