AMD 1994 Annual Report Download - page 303

together with interest thereon for each day elapsed since the Funding Date, at a
rate per annum equal to the interest rate applicable at the time to the Loans
comprising such Borrowing.
(b) The failure of any Bank to make any Loan on the Funding Date shall
not relieve any other Bank of any obligation hereunder to make a Loan on the
Funding Date, but no Bank shall be responsible for the failure of any other Bank
to make the Loan to be made by such other Bank on the Funding Date.
2.12 Sharing of Payments, etc. If, other than as expressly contemplated
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elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its Commitment Percentage of payments on
account of the Loans obtained by all the Banks, such Bank shall forthwith (a)
notify the Administrative Agent of such fact, and (b) purchase from the other
Banks such participations in the Loans made by them as shall be necessary to
cause such purchasing Bank to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such excess payment is
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thereafter recovered from the purchasing Bank, such purchase shall to that
extent be rescinded and each other Bank shall repay to the purchasing Bank the
purchase price paid thereto together with an amount equal to such paying Bank's
Commitment Percentage (according to the proportion of (i) the amount of such
paying Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Company agrees
that any Bank so purchasing a participation from another Bank pursuant to this
Section 2.12 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off, but subject to Section 10.9)
with respect to such participation as fully as if such Bank were the direct
creditor of the Company in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error), of participations purchased pursuant to this Section 2.12 and
will in each case notify the Banks following any such purchases.
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
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3.1 Taxes.
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(a) Subject to subsection 3.1(g), any and all payments by the Company
to each Bank or the Administrative Agent under this Agreement shall be made free
and clear of, and without
29.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995