AMD 2003 Annual Report Download - page 178

pursuant to Clauses 17.1 through 17.4 assuming that the amount of debt obligations in relation to a Set-off Individual Loan, which has been
extinguished due to the performance of a set-off, had been paid to the Agent.
(ii) The Set-off Receiving Lender shall purchase from the Remaining Lender the loan receivables of the amount equivalent to the Intended
Distribution Amount from and among the Remaining Individual Loan at their face value.
(iii) If the assignment under the immediately preceding item is made, the Remaining Lender shall, at its own expense, notify the Borrower
immediately after the assignment by a document bearing a confirmed date (kakutei-hizuke) pursuant to Article 467 of the Civil Code.
24.3 If a Lender exercises its floating security interest pursuant to Clause 23.3, or if a Lender receives any repayment of debt obligations it has against the
Borrower under this Agreement with respect to its floating security interest as a result of any compulsory execution or exercise of security interest
through a foreclosure by a third party, the assignment of receivables described in Clause 24.1 will not be performed. Provided, however, that if a Lender
exercises its security interest of the security established by the Borrower’s violation of the provisions of Clause 19.2, or if a Lender receives any
repayment of debt obligations it has against the Borrower under this Agreement based on such security interest, the Lender shall assign receivables
pursuant to the provisions of Clause 24.1 above.
24.4 The provisions of Clause 24.1 shall apply to the cases where a Lender receives any repayment of debt obligations it has against the Borrower under this
Agreement as a result of compulsory execution or exercise of security interest (excluding any security interest offered upon consent pursuant to the
proviso of Clause 19.2 and Clause 20) through foreclosure by the Lender’s petition with respect to certain assets of the Borrower (hereafter, in this
Clause 24.4, the “Compulsory Execution”), or as a result of the Lender requesting a distribution in relation to the Compulsory Execution by any third
party. Provided, however, that upon applying the provisions of Clause 24.1, the amount equal to any expenses arising from its performance of
Compulsory Execution (including attorney’s fees) or any expenses arising from its request for a distribution in relation to the Compulsory Execution by
any third party (including attorney’s fees) shall belong to the Lender, and the Agent shall calculate the Intended Distribution Amount assuming that the
amount of any proceeds earned as a result of the Compulsory Execution, less such expenses, were paid to the Agent.
25. RIGHTS AND DUTIES OF THE AGENT
25.1 The Agent shall, pursuant to the entrustment by All Lenders, perform the Agent Services and exercise rights for the benefit of All Lenders, and shall
exercise the rights which, in the Agent’s opinion, are ordinarily necessary or appropriate, upon performing the Agent Services. The Agent shall not be
liable for the duties other than those expressly specified in each provision of this Agreement, nor shall be liable for any non-performance of obligations
by the Lenders under this Agreement. The Agent shall be an agent of the Lenders and, unless otherwise provided, shall never act as an agent of the
Borrower.
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004