AMD 2000 Annual Report Download - page 192

The Guarantors shall, without prejudice to the first right of
satisfaction in favour of the Banks as security for their shortfall
risk, be subrogated by operation of law to the relevant portion of the
guaranteed claims which is secured pro rata by the security granted in
respect thereof. To the extent the security does not pass to the
Guarantors by operation of law, the same shall be transferred pro rata
to the Guarantors following payment by them.
Any remaining amount not otherwise required out of the proceeds of
realisation of the security shall be paid to AMD Saxonia.
Subject to the consent of the Guarantors, the Banks shall be entitled to
amend the above order of distribution at any time.
23.9 AMD Saxonia has agreed to pay to the Security Agent a fee in respect of
the administration of the security by it in an amount and on terms as to
payment set out in a letter of even date between AMD Saxonia and the
Security Agent.
(S) 24
Paying Agent
24.1 The Paying Agent is hereby appointed with the duties of the Paying Agent
in respect of all rights and obligations of the Banks under this
Agreement and the other Operative Documents subject to the following
terms and conditions. The Banks hereby irrevocably appoint the Paying
Agent to do all acts and things in connection with the making of
payments under this Agreement and the other Operative Documents and to
give all necessary statements and declarations in their name and to
enforce and undertake all things on their behalf to the extent the same
have not been delegated to the Agent. The Paying Agent is exempted from
the restrictions of (S) 181 BGB. The Paying Agent is authorised to
delegate authority and to revoke the same free from the restrictions of
(S) 181 BGB.
24.2 The Paying Agent will exercise the standard of care customary in
commercial relations in accordance with (S) 347 HGB in the performance
of its obligations under this Agreement and the other Operative
Documents.
24.3 The Banks hereby undertake to make available the relevant amounts of
advances to be made available by them as requested by the Paying Agent
in accordance with (S) 4 by 11.00 a.m. (London time) at the latest on
the drawdown date and make the same available to the account notified to
them by the Paying Agent. The Paying Agent will make available to AMD
Saxonia the amounts so provided with value for the same day.
24.4 The Paying Agent will pay to the Banks all interest, payments of
principal and other payments due to the Banks pursuant to this Agreement
on the relevant due date and to the accounts notified to the Paying
Agent by individual Banks. To the extent that amounts are paid to the
Banks without the Paying Agent having received a
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001