AMD 2003 Annual Report Download - page 179

25.2 The Agent may rely upon any communication, instrument and document that has been delivered between appropriate persons and has been signed or has
the name and seal attached by such appropriate persons and believed by the Agent to be true and correct, and may act in reliance upon any written
opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreement.
25.3 The Agent shall perform its duties and exercise its authorities provided for in this Agreement with the due care of a good manager.
25.4 Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders for any acts or omissions conducted by the Agent pursuant
to, or in connection with this Agreement, except for its or their willful misconduct or gross negligence. The Lenders (other than Lenders who act as the
Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses (including, without limitation, any
expenses paid to avoid or minimize any damages or losses and paid in order to recover any damages or losses (including attorney’s fees)) incurred by the
Agent in the course of the performance of its duties under this Agreement, to the extent not reimbursed by the Borrower, and only for the amount
outstanding after deducting the portion for which the Agent should contribute, calculated pursuant to the Agent’s Participation Ratio. Provided, however,
that if any of the Lenders cannot perform the indemnity for which it is liable, the Agent’s Participation Ratio shall be figured by dividing the Agent’s
Participation Ratio by the aggregate of the Participation Ratio of the Lenders other than such non-indemnifying Lenders.
25.5 The Agent shall not be liable for the validity of this Agreement, nor shall guarantee any matters represented by the parties in this Agreement. The
Lenders shall enter into, and conduct transactions contemplated in, this Agreement at its sole discretion by conducting investigations as to the necessary
matters including creditworthiness of the Borrower on the basis of the documents, information and other data as it has deemed appropriate.
25.6 In cases where the Agent is also acting as a Lender, the Agent shall have the same rights and obligations as each other Lender, irrespective of the Agent’s
obligations under this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower other than under this
Agreement. In this case, the Agent shall not be required to disclose to other Lenders the information in relation to the Borrower it has obtained through
the transactions with the Borrower other than under this Agreement, nor shall the Agent be required to distribute to other Lenders any money it has
received from the Borrower through transactions with the Borrower other than under this Agreement. (Any information that has been disclosed to the
Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions
with the Borrower other than under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders.)
25.7 In cases where the Agent is also acting as a Lender, the calculation of the amounts to be distributed to each Lender pursuant to the provisions of Clause
17 shall be made in accordance with the following: (i) for amounts to be distributed to each Lender
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004