AMD 1994 Annual Report Download - page 348

party in connection with any Insolvency Proceeding, or otherwise, then (a) to
the extent of such recovery the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such enforcement or set-off had not occurred
and (b) each Bank severally agrees to pay to the Administrative Agent upon
demand its pro rata share of any amount so recovered from or repaid by the
Administrative Agent to the extent previously paid or transferred to such Bank
by the Administrative Agent.
10.7 Successors and Assigns. The provisions of this Agreement shall be
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binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent and each Bank.
10.8 Assignments, Participations, etc.
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(a) Any Bank may, with the written consent of the Company (at all
times other than during the existence of an Event of Default) and the
Administrative Agent, which consent of the Company and the Administrative Agent
shall not be unreasonably withheld, at any time assign and delegate to one or
more Eligible Assignees (provided that no written consent of the Company or the
Administrative Agent shall be required in connection with any assignment and
delegation by a Bank to a Bank Affiliate of such Bank or to another existing
Bank hereunder) (each an "Assignee") all, or any ratable part of all, of the
Loans, the Commitments and the other rights and obligations of such Bank
hereunder, in each case, in a minimum amount of $10,000,000; provided, however,
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that (i) the Company and the Administrative Agent may continue to deal solely
and directly with such Bank in connection with the interest so assigned to an
Assignee until (A) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Company and the Administrative Agent by such Bank
and the Assignee; and (B) such Bank and its Assignee shall have delivered to the
Company and the Administrative Agent an Assignment and Acceptance in the form of
Exhibit E ("Assignment and Acceptance") and the processing fee described below.
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(b) From and after the date that the Administrative Agent notifies
the assignor Bank that it has received an executed Assignment and Acceptance and
payment by the assignor or assignee Bank of the processing fee of $3,000, (i)
the Assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, shall have the rights and obligations of a Bank under the Loan
Documents, and (ii) the assignor Bank shall, to the extent that rights and
obligations hereunder have
74.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995