AMD 2000 Annual Report Download - page 191

documentation delivered to it and shall inform the Security Agent of any
concerns it may have so that any such concerns may be taken account of
by a mutually acceptable arrangement.
23.5 The Security Agent will perform its obligations in relation to the
administration of the security with the customary standard of care in
accordance with (S) 347 HGB. The Security Agent shall not bear any
liability in respect of possible shortfalls which may arise as a result
of a breach of their obligations by any of the obligors under the
Security Documents. Each Bank hereby agrees to indemnify and keep
harmless the Security Agent with respect to all claims which may arise
or be made against the Security Agent arising from the proper acceptance
and administration of the security, save to the extent the same arise
from the Security Agent's gross negligence or wilful default and to
indemnify the Security Agent in respect of any costs incurred by it and
not otherwise reimbursed, in each case in proportion in which the
individual commitments of the relevant Banks bear to the Facilities. The
Security Agent shall be reimbursed for all costs on first demand in
accordance with the commitments of the Banks.
23.6 Realisation of the security granted pursuant to the Operative Documents
shall be effected to the extent such security is non-accessory security
by the Security Agent in its own name but for the account of the Banks.
The Security Agent is hereby authorised to realise the accessory
security in its own name and in the name and on behalf of the other
Banks.
23.7 The Banks shall agree by way of resolution passed with a majority of 75
% of their votes on measures to implement any realisation of the
security. However, in urgent cases the Security Agent may make such
decisions unilaterally in accordance with the proper exercise of its
discretion; in such event, the Security Agent will immediately inform
the other Banks of the steps taken. In the event that unanimity is not
be achieved, the Banks will determine the relevant steps to be taken for
realisation by way of majority decision (in accordance with (S) 22.6).
In all other respects, the conditions for or procedure of realisation of
security shall be as set out in the individual Security Documents.
23.8 Proceeds from the realisation of security shall be distributed in the
following order of priority:
(i) in satisfaction of the costs and other expenses of the Agent,
including any taxes incurred by the Agent in the administration
and realisation of the security pursuant to its obligations
hereunder;
(ii) in payment of accrued interest; and
(iii) in payment of the claims of the Banks under the Facilities in
accordance with this Agreement, and in satisfaction of any other
claims of the Banks under or in connection with the Operative
Documents pro rata in accordance with the outstanding advances of
the Banks.
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001