AMD 2002 Annual Report Download - page 230

been paid in full, all obligations of the Sponsors hereunder shall have been paid in full, and the commitments of the Banks under and in connection with the Loan
Agreement shall have terminated. Subject toSection 2.1 above, the Sponsors jointly and severally guarantee that the Guaranteed Obligations will be paid strictly
in accordance with the terms of the Loan Agreement under which they arise, regardless of any law, regulation, or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Security Agent, the Agent, or any Bank with respect thereto. The liability of the Sponsors under this
Guaranty shall be joint and several and shall be continuing, absolute, unconditional, and irrevocable irrespective of:
(a) any lack of validity, legality, or enforceability of the Loan Agreement or any other Operative Document;
(b) the failure of the Security Agent, the Agent, the Paying Agent, or any Bank:
(i) to assert any claim or demand or to enforce any right or remedy against AMD Saxonia or any other Person (including any other guarantor)
under or in connection with the provisions of the Loan Agreement, any other Operative Document, or otherwise, or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Guaranteed Obligations;
(c) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other extension,
compromise, or renewal of any Guaranteed Obligation;
(d) any reduction, limitation, impairment, or termination of any Guaranteed Obligations for any reason, including any claim of waiver, release,
surrender, alteration, right of retention or compromise, and shall not be subject to (and the Sponsors hereby waive any right to or claim of) any
defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity,
compromise, unenforceability of, or any other event or occurrence affecting, any Guaranteed Obligations;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Loan Agreement or any
other Operative Document;
(f) any addition, exchange, release, surrender, or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to
departure from, any other guaranty, held by the Security Agent, the Agent, the Paying Agent, or any Bank securing any of the Guaranteed
Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, AMD Saxonia, any surety (Bürge), or any
guarantor.
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Source: ADVANCED MICRO DEVIC, 10-K, March 14, 2003