AMD 2000 Annual Report Download - page 193

corresponding payment in full from AMD Saxonia on the same day, the
Paying Agent may debit the relevant Bank accordingly.
24.5 AMD Saxonia shall pay to the Paying Agent in respect of the performance
of its duties under this Agreement a fee, the amount and the terms as to
payment of which are set out in a letter of even date from the Paying
Agent to AMD Saxonia.
24.6 The Banks hereby undertake to hold harmless and to indemnify the Paying
Agent against all claims which may arise or be made against the Paying
Agent in connection with the performance of its duties under this
Agreement, save to the extent the same arise from the Paying Agent's
gross negligence or wilful default and to reimburse all expenses borne
by the Paying Agent and not otherwise reimbursed. Each Bank shall
indemnify the Paying Agent and reimburse costs in an amount equal to the
commitment of the relevant Bank under the Facilities. All costs shall be
payable to the Paying Agent on first demand and in accordance with the
commitments of the Banks.
24.7 The Paying Agent may resign on 60 days' notice. If no resolution of the
Banks has been passed by the seventh Banking Day before the expiry of
such notice period in respect of a successor to the Paying Agent with
the required majority (in accordance with (S) 22.6) the Paying Agent
shall be entitled to appoint as its successor a credit institute
domiciled in Germany or Luxembourg. The Paying 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.
24.8 The department of the Paying Agent shall, with regard to the assumption
of the paying agent's duties for the Banks, be regarded as a entity
separate from the Paying Agent's other departments.
(S) 25
Costs
25.1 AMD Saxonia shall bear all expenses, fees and other external costs
incurred by the Agent, the Paying Agent and the Security Agent in
connection with the preparation, amendment and implementation of the
Operative Documents and the granting of the security and/or perfection
including in particular the reasonable costs of the Technical Advisor,
the Insurance Advisor and the Banks' Auditor and the reasonable fees,
costs and expenses of auditors and lawyers instructed by the Agent in
connection with the verification, valuation, administration and
realisation of the security or otherwise in connection with the
Operative Documents. AMD Saxonia's obligations to reimburse costs shall
also remain unaffected in those cases in which the Banks have paid the
costs of the parties referred to above pursuant to such Banks'
obligations to indemnify or otherwise reimburse such costs.
25.2 In the event of any payment received by a Bank either as a result of set
off by such Bank or by AMD Saxonia or as a result of any other
performance by AMD Saxonia as a result of which such Bank's claims are
paid in excess of the proportion due to it in respect of
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001