AMD 2000 Annual Report Download - page 189

(v) a waiver of any of the conditions to drawing.
Otherwise, resolutions shall be passed with a majority of the votes of
the Banks; this applies in particular to resolutions which concern the
consent of the Banks pursuant to (S) 20 or the approval of the Plans and
Specifications or any changes thereto.
22.7 The Agent undertakes to consult with the other Banks prior to taking any
material decisions or steps pursuant to the terms of this Agreement. At
the request of the Banks, the Agent undertakes to furnish further
information in respect of particular issues and to obtain such
information from the AMD Companies pursuant to (S) 16.4 of this
Agreement or the provisions of the Operative Documents. In urgent cases,
the Agent may make determinations within the proper exercise of its
discretion without obtaining a resolution of the Banks. In such case,
the Agent will immediately inform the other Banks of the measures taken
by it. To the extent that the relevant measures can be revoked and the
Banks pass a resolution for such revocation, the Agent shall undertake
all steps to revoke the measures taken by it.
22.8 Each of the Banks (including the Agent) shall comply with its
obligations under this Agreement and under the other Operative Documents
with the customary care and attention pursuant to (S) 347 HGB. The Agent
shall not assume any additional liability in particular with reference
to the legality, enforceability or value of the claims of the Banks and
all the security. Without prejudice to its other obligations pursuant to
this Agreement, the Agent is not obliged on its own volition to
undertake inquiries or investigations with respect to breaches of this
Agreement or as to the existence of any grounds for termination.
22.9 Each of the other Banks agrees to hold harmless and indemnify the Agent
in respect of all claims or obligations which arise or are asserted
against the Agent in the implementation of this Agreement save to the
extent the same arise from the Agent's gross negligence or wilful
default and to compensate it for expenses incurred and not otherwise
reimbursed. The amount of the indemnity and/or the obligation to
compensate costs shall correspond to the commitments of each of the
Banks in respect of the Facilities. Costs will be paid to the Agent on
first demand in proportion of the commitments of the other Banks.
22.10 Each Bank confirms that it has independently verified the
creditworthiness of AMD Saxonia and the Sponsors and all Operative
Documents and all other documents relating thereto in all respects and
independently. If any Bank is of the opinion that the documents made
available to it in connection with the Operative Documents do not comply
with the contractual requirements such Bank shall be obliged to inform
the Agent immediately thereof.
22.11 The Agent is entitled, on giving 60 days' notice, to transfer its rights
and obligations as Agent to the Paying Agent. Resignation by the Agent
from its role as Agent is possible only subject to 60 days(S) notice. If
the Banks have not passed a resolution with the required majority
(according to (S) 22.6) by the seventh Banking Day before the end of
this period, the Agent shall appoint as its successor a Bank resident in
Germany. The
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001