AMD 2000 Annual Report Download - page 190

Agent may be dismissed with a majority of at least 75 % of the votes of
all the Banks. It shall be a condition of the Agent's dismissal that the
function of the house bank within the meaning of the Subsidy Agreement
and the function of the Paying Agent is assumed by another bank or
financial institution. The Banks will consult with AMD Saxonia in
advance in respect of any change in the Agent.
(S) 23
Administration of Security
23.1 The Banks hereby irrevocably authorise the Security Agent, free from the
restrictions pursuant to (S) 181 BGB, to enter into all agreements
necessary for the granting of the accessory security. Without prejudice
to the restrictions governing the relationship of the members of the
Bank consortium inter se the Security Agent is further authorised to
enter into all necessary agreements for the granting of security
pursuant to (S) 8 in their name, to amend and to supplement the same and
to exercise all rights of control, administration and disposition
arising under the Security Documents also in relation to the accessory
security in its own name and free from the restrictions set out in (S)
181 BGB. As between the Banks (internally), a resolution passed with a
majority of 75 % of the votes of the Banks shall be required in respect
of the release of any security, whether in whole or in part save to the
extent unanimity is required pusuant to (S) 22.6. The Security Agent
shall be released from all restrictions pursuant to (S) 181 BGB in
connection with all action taken in respect of the security.
23.2 The Security Agent shall be authorised to delegate administration of the
security to another financial institution and to undertake all steps in
relation thereto in the name of the other Banks. The provisions of this
(S) 23 shall apply in their entirety to any successor of the Security
Agent. The Security Agent shall be liable to the other Banks only for
the exercise of due care and attention in the selection of a successor.
The Security Agent will inform AMD Saxonia and the Banks in writing
prior to any transfer of its administrative duties and consult with AMD
Saxonia and the Banks concerning the transfer of such duties. The
Security Agent can be dismissed by way of resolution passed with a
majority of 75 % of the votes of the Banks provided that steps are taken
to ensure that the administration of the security is assumed by another
bank or financial institution.
23.3 Each Bank shall be entitled at any time to require information from the
Security Agent relating to the administration of the security. Without
prejudice thereto, the Security Agent shall in any event keep the other
Banks informed thereof in accordance with the proper exercise of its
discretion. In addition, the provisions of the German Civil Code
relating to the relationship of agents ((S)(S) 662 et seq. BGB) shall
apply to the relationship between the Security Agent and the other
Banks.
23.4 The Security Agent shall not be liable or responsible for the validity
and enforceability of the Security Documents nor shall the Security
Agent assume any liability as to whether the relevant status of the
security is sufficient to secure the claims of the Banks under this
Agreement. In this context, each Bank shall be responsible for examining
the
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001