AMD 2002 Annual Report Download - page 184

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 each 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 either of such 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 neither of such 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 any of AMD Holding, AMD Admin, AMD Saxony LLC, or AMD Saxonia)
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) AMD Holding Security Documents.
(a) The provisions of each of the AMD Holding Security Documents which has been executed and delivered by AMD Holding are effective to
create in favor of the Security Agent for the benefit of the Secured Parties, a legal, valid, and enforceable first priority Encumbrance in all
rights, title, and interest of AMD Holding in the AMD Holding Security described therein, subject only to Permitted Encumbrances; and all
necessary filings and recordings have been made in the requisite offices in all jurisdictions necessary or appropriate to perfect or continue
perfected with such priority such Encumbrance on such Security.
(b) Each AMD Holding Security Document which has been executed and delivered by AMD Holding is effective to grant to the Security Agent a
legal, valid, and enforceable security interest in all rights, title, and interest of AMD Holding in the AMD Holding Security described therein.
When each such Security Document is duly recorded or filed in the applicable recording or filing office(s), if any, and the recording or filing
fees and taxes, if any, in respect thereof are paid and compliance is otherwise had with the formal requirements of law applicable to the
recording and filing of security documentation generally, such AMD Holding Security is
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003