AMD 2002 Annual Report Download - page 206

(viii) promptly following a request from the Security Agent to do so and at the Additional Partner Companies’ own expense, take all such lawful action as
the Security Agent may reasonably request to enforce or secure the performance by each other AMD Company under any Operative Document to
which the Additional Partner Companies are a party of such AMD Company’s respective obligations under and in connection with the applicable
Operative Document in accordance with the respective terms thereof, and exercise any right of termination or remedy available to the Additional
Partner Companies thereunder or in connection therewith to the extent and in the manner reasonably directed by the Security Agent, including,
without limitation, the institution of legal or administrative actions or proceedings to compel or enforce performance by each other AMD Company
of its respective obligations thereunder, or to recover any payment due the Additional Partner Companies thereunder.
(ix) keep, or cause to be kept, adequate records and books of account, in which complete entries are to be made reflecting its business and financial
transactions, such entries to be made in accordance with GAAP consistently applied in the case of financial transactions or as otherwise required by
applicable rules and regulations of any governmental agency or regulatory authority (federal, state, local or foreign) having jurisdiction over the
Additional Partner Companies, or the transactions contemplated by this Agreement or the other Operative Documents to which it is or will be a
party.
(x) maintain, obtain or effect all Governmental Approvals which may at any time or from time to time be necessary for the due authorization, execution,
delivery, performance, legality, validity, or enforceability of each of the Operative Documents to which it is or will be a party.
(xi) with respect to AMD Admin, promptly pay proceeds from any tax refunds to AMD Saxonia.
(xii) following the Conversion, promptly execute a declaration of liability substantially in the same form attached as Appendix Four to the SAB/Dresdner
Subsidy Agreement, amended to reflect the addition of the Additional Partner Companies and promptly deliver or cause to be delivered, to the
Agent the original executed version of the Power of Attorney referred to in para (xxiii) of the definition of Conversion Documents which shall be
held by the Agent in accordance with the Operative Documents.
SECTION 13.7 Negative Covenants of the Additional Partner Companies. The Additional Partner Companies, jointly and severally agree, so long as any
Primary Secured Obligation shall remain outstanding or any Bank shall have any commitment under or arising out of the Loan Agreement, that neither AMD
Admin nor (prior to the Substitution (if any)) AMD Saxony LLC will, unless the Security Agent shall have enforced any of the Security or the Agent (acting on
the instructions of an Instructing Group) shall have otherwise consented in writing:
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003