AMD 2000 Annual Report Download - page 194

its commitments in (S) 2 and Schedule 1, such Bank shall be obliged to
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make a payment to the Paying Agent for the account of the other Banks
such as to place such other Banks in the position they would have been
in had they received payment in proportion to their Commitments pursuant
to (S) 2 and Schedule 1. To the extent any Bank pays such excess amount
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to the other Banks, such Bank shall have a claim against AMD Saxonia in
an amount equal to the excess. This provision shall apply to any payment
received from or on account of AMD Saxonia. This provision does not,
however, apply in favour of a Bank which declined to participate in
proceedings initiated by the other Banks which have led to successful
claims being made under the Operative Documents. If any Bank is obliged
to repay to AMD Saxonia any amount received from any of the other Banks,
the other Banks shall be obliged to repay the amounts received by them
to the Bank obliged to repay.
(S) 26
Assignment; Sub-participations
26.1 The Banks are not entitled prior to 1 July 2001 to assign, whether in
whole or in part, their rights under this Agreement. Assignments and
sub-participations to affiliated companies within the meaning of (S) 15
of the Stock Corporation Act are permitted at any time - to the extent
not made by a Bank in Germany to an enterprise outside Germany - as well
as assignments to third parties following termination of this Agreement.
After 1 July 2001, the Banks are entitled to assign their rights and
claims under this Agreement with the consent of AMD Saxonia and the
Agent, which consent may be withheld only for good cause. Each Bank is
entitled moreover at any time to grant sub-participations to other banks
or credit institutions in an amount up to 50 % of its respective
commitment on and subject to the following terms and conditions:
(i) sub-participations require the consent of AMD Saxonia and the
Agent. Consent may be withheld only for good cause;
(ii) the sub-participant shall not be granted rights as against AMD
Saxonia or as against the other Banks and no contractual
relationship between the sub-participant, AMD Saxonia or the other
Banks shall be permitted to exist;
(iii) implementation of this Agreement shall be effected exclusively as
between AMD Saxonia, the Agent and the Paying Agent and/or the
relevant Bank.
(S) 27
Miscellaneous
27.1 The failure by any of the Banks to exercise any of their rights
hereunder, (whether in whole or in part), in particular any failure to
exercise their right to terminate this Agreement, shall not constitute a
waiver by the Banks of such right nor shall they be estopped from doing
so. All rights pursuant to this Agreement shall have effect
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Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001