AMD 2000 Annual Report Download - page 182

risk exposure of the Banks would otherwise be affected in a manner which is
material. In this regard circumstances shall be regarded as material which
relate, in particular, to:
(i) the interests of the Banks in receiving payments under this
Agreement and the other Operative Documents in a timely and complete
manner or which would affect their ability to realise sufficient
proceeds from the realisation of security;
(ii) the shareholding structure of AMD Inc. AMD Holding and AMD Saxonia;
(iii) the obligations of the Sponsors pursuant to the Sponsors' Support
Agreement;
(iv) the viability of the Project by reference, in particular, to the
obligations of AMD Inc. under the AMD Holding Wafer Purchase
Agreement and the AMD Holding Research, Design and Development
Agreement in the form set out in Schedule 34 or AMD Holding under
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the AMD Saxonia Wafer Purchase Agreement and the AMD Saxonia
Research, Design and Development Agreement in the form set out in
Schedule 36; or
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(v) the compliance in full or the ability to comply with the conditions
of the Guaranty Decision, the 65/35 Guaranty and the AMD/Dresdner
Subsidy Agreement.
20.2 Each consent of the Banks shall be in writing. The parties agree that the
consent of the Banks shall not be deemed to have been given unless
expressly given in writing and that consents should be given on a timely
basis taking into account the interests of AMD Saxonia and the other Banks.
The Agent shall be authorised to give such consent unless such consent
relates to the duties of the Paying Agent. In such case, the Paying Agent
may give such consent.
(S) 21
Termination of the Facilities by the Banks
21.1 The Banks shall be entitled to terminate the Facilities for good cause, in
whole or in part, and without notice or subject to such notice as they may
determine and,
(i) to refuse to make available to AMD Saxonia advances under the
Facilities and/or
(ii) to require the immediate repayment of all outstanding advances
together with accrued interest and other fees and amounts payable by
AMD Saxonia pursuant to this Agreement and/or
(iii) to require the payment of damages including any loss of profit
pursuant to (S) 12 which the Banks may suffer following termination
between the time of termination and the expiry of the relevant
Interest Period and/or
(iv) to realise the security granted by AMD Saxonia,
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001