AMD 2002 Annual Report Download - page 209

(xix) make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change its Fiscal Year.
(xx) with respect to AMD Saxony LLC, conduct any activities other than as general partner of AMD Saxonia or with respect to AMD Admin, conduct
any activities other than as limited partner of AMD Saxonia (and as substitute general partner of AMD Saxonia, following the Substitution (if any)).
SECTION 13.8 Recourse to AMD Inc. for Breach of Covenant. It is expressly understood and agreed by the parties hereto that the obligations of AMD Saxonia
under the Loan Agreement are intended to be limited recourse obligations from the perspective of AMD Inc. and that the covenants of the Sponsors and the
Additional Partner Companies contained in thisArticle XIII are not intended to represent a guaranty of AMD Saxonia’s obligations under the Loan Agreement.
Accordingly, (i) neither AMD Inc. nor its assets (other than its interests in AMD Holding and AMD Saxony LLC) shall be exposed to liability (whether in
damages or otherwise) for breach of any covenant contained in thisArticle XIII to the extent that such damages would otherwise result in AMD Inc. incurring
greater financial exposure than the aggregate amount otherwise agreed to be payable by AMD Inc. pursuant to this Agreement and the other Operative
Documents, and (ii) neither AMD Holding nor any Additional Partner Company shall have any right of contribution against AMD Inc. arising from any payment
made by AMD Holding or such Additional Partner Company under this Agreement or the Sponsors’ Guaranty to the extent that AMD Inc. provides funds for the
purpose of such payment by contributions to AMD Holding’s or such Additional Partner Company’s stated capital or capital reserves and/or by loans to AMD
Holding or such Additional Partner Company;provided,however, that the provisions of thisSection 13.8 shall not be construed to absolve AMD Inc. for its
liability, whether in damages or otherwise, for actions or omissions constituting fraud or misrepresentation or breach of warranty; andprovided,further that the
provisions of thisSection 13.8 shall not preclude the Security Agent from seeking temporary relief (if otherwise available) for any prospective breach by AMD
Inc. of its covenants contained in thisArticle XIII.
ARTICLE XIV
Costs and Expenses; Indemnities; Taxes; Etc.
SECTION 14.1 Costs and Expenses. The Sponsors, jointly and severally, agree to pay (to the extent not previously paid by AMD Saxonia promptly following a
demand by the Agent therefor, it being understood and agreed that the Agent will demand such payment for the costs and expenses of the preparation of this
Agreement) all costs and expenses (including reasonable legal fees and expenses) of the Agent, the Security Agent, and the Paying Agent in connection with the
negotiation, preparation, execution, and delivery of this Agreement, any amendments or modifications of (or supplements to) this Agreement, and any and all
other documents furnished pursuant hereto or in connection herewith, as well as all costs and expenses (including, without limitation, reasonable attorneys’ fees
and expenses) if any, in connection with the enforcement of this Agreement or any other agreement furnished by them prior to the enforcement by the Security
Agent of any of the Security pursuant hereto or in connection herewith.
SECTION 14.2 General Indemnity. The Sponsors, jointly and severally, hereby agree to indemnify, exonerate, and hold the Agent, the Security Agent, and the
Paying Agent, and each of
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003