AMD 2000 Annual Report Download - page 187

the implementation in this Agreement and the other Operative Documents
and to pursue their rights and obligations in accordance therewith. The
Agent shall be exempted from the restrictions of (S) 181 BGB. The Agent
shall be authorised to delegate authority to entities within its group
or to persons subject to a professional duty of confidence and revoke
the same free from any restrictions pursuant to (S) 181 BGB. Dresdner
Bank AG shall in its capacity as house bank pursuant to the Subsidy
Agreements, exercise its rights thereunder exclusively in accordance
with the terms of such agreements.
22.3 In addition, the Agent shall have the following duties:
22.3.1 verification of satisfaction of the conditions precedent pursuant to (S)
5.
22.3.2 negotiations with AMD Saxonia and the Sponsors as well as changes and
additions to this Agreement and the other Operative Documents including
any changes to the method of payment;
22.3.3 prompt circulation to the Banks of Drawdown Notices submitted by AMD
Saxonia to the Agent (together with confirmation from the Agent that it
has received the documents to be furnished pursuant to (S) 4.1.1 (i) -
(iii) and (S) 4.1.2 (i) - (iii), as the case may be), as well as
circulation to each of the Banks of the documents to be furnished by AMD
Saxonia or in individual cases, required by the Banks or any of them
pursuant to (S) 16 and other information which is required to be
circulated to all the Banks in accordance with the terms of this
Agreement or the Operative Documents;
22.3.4 prompt notification of the Banks of all material circumstances coming to
the attention of the Agent in connection with the implementation of this
Agreement which affect the enforcement of the rights of all or any of
the Banks such as in particular the occurrence of an event pursuant to
(S) 21;
22.3.5 distribution of all requisite information in connection with the 65/35
Guaranty to the Guarantors and consultation with them;
22.3.6 the convening and conduct of meetings of the Banks;
22.3.7 implementation of resolutions of the Banks;
22.3.8 monitoring of compliance with the provisions of this Agreement and the
other Operative Documents without prejudice to the obligations of the
Banks pursuant to (S) 22.1, sentence 3;
22.3.9 instruction of, and consultation with, the Technical Advisor, the
Insurance Advisor, the Banks' Auditor and other advisors, for example
lawyers.
22.4 If the Agent issues a material instruction within the meaning of (S)
22.3.4 each Bank, including the Agent, shall be entitled to require the
convening of a meeting of the consortium. In addition, a meeting of the
consortium can be required at any time by 25% of the votes of the Banks.
Convening of the meeting shall be made in writing, by telex or by fax,
setting out the agenda and subject to five (5) Banking Days notice or in
urgent
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001