AMD 2000 Annual Report Download - page 255

except, in each case referred to in clause (b), (c), or (e), to the
---------- --- ---
extent that the failure to do so could not reasonably be expected to
have a Material Adverse Effect.
(ii) Corporate Authority; No Conflict.
The execution, delivery, and performance by each AMD Company of each
Operative Document to which any such AMD Company is a party, and the
grant by such AMD Company of a security interest in the Security in
the manner and for the purpose contemplated by the Security Documents
to which such AMD Company is a party, have been duly authorised by all
necessary corporate action (including any necessary shareholder
action) on the part of such AMD Company, and do not:
(a) violate any provision of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination, or award presently
in effect binding on such AMD Company, or of the Organizational
Documents of such AMD Company;
(b) result in a breach of, result in a mandatory prepayment or
acceleration of indebtedness evidenced or secured by, or
constitute a default under, any indenture or loan or credit
agreement, or any other agreement or instrument, to which such
AMD Company is a party or by which such AMD Company or its
properties are bound; or
(c) result in, or require (in either case except as contemplated by
the Operative Documents), the creation or imposition of any
Encumbrance of any nature upon or with respect to any of the
properties now owned or hereafter acquired by any of the AMD
Companies (other than any right of set-off or banker's lien or
attachment that the Agent, the Security Agent, or any Bank may
have under the Operative Documents or applicable law), and none
of the AMD Companies is in default under or in violation of its
Organizational Documents, any of the Operative Documents to which
it is a party, or any such law, rule, regulation, order, writ,
judgment, injunction, decree, determination, award, indenture,
agreement, or instrument, which default or violation,
individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.
(iii) Valid and Binding Obligations.
Each Operative Document which has been executed and delivered by an
AMD Company constitutes the legal, valid, and binding obligation of
such AMD Company, enforceable against such AMD Company in accordance
with its respective terms, subject, however, to the Opinion
Reservations.
(iv) Sponsor Security Documents.
41
Source: ADVANCED MICRO DEVIC, 10-K405, March 20, 2001