AMD Clause Samples

AMD. AMD shall keep records in sufficient detail to enable FoundryCo to determine that AMD has complied with its second sourcing limitations in Section 2.1(b) and its GPU Product volume sourcing commitments in Section 2.1(c). AMD shall permit said records to be inspected, at FoundryCo’s expense, upon reasonable advance notice, during regular business hours by an independent auditor selected by FoundryCo and approved by AMD, which approval shall not be unreasonably withheld. The audit shall be for the purpose of verifying that AMD has complied with its second source restrictions in Section 2.1(b) and its GPU Product sourcing commitments in Section 2.1(c). Inspections conducted under this Section 8.1(b) shall be at FoundryCo’s expense, unless AMD has a non-compliance variance adverse to FoundryCo of [****] percent ([****]%) or more of (i) the relevant [****] percent ([****]%) second source restriction or (ii) the GPU Minimum Percentage for the applicable audited period, in which case AMD shall bear the reasonable expenses of such audit.

AMD to the Fixed Interest Account, beginning with the date of such transfer, shall be credited with the Current Rate of Interest under this contract which was in effect on the date the transferred contribution was originally deposited into the Fixed Interest Account under the previous AUL contract.

AMD. 1 to the $100,000 minimum, and any Contributions made within that Certificate Year shall be allocated to a separate Participant Account and shall be evidenced by a separate certificate issued to the Participant. AUL may change the minimum Contribution acceptable under this contract, but any such change shall apply only to individuals who become Participants on or after the date of the change. This contract will not terminate solely because a Contribution is not made for any Contract Year.

AMD. AMD shall keep records in sufficient detail to enable FoundryCo to determine that AMD has complied with its exclusivity obligations and commitments pursuant to the Agreement. AMD shall permit said records to be inspected, at FoundryCo’s expense, upon reasonable advance notice, during regular business hours by an independent auditor selected by FoundryCo and approved by AMD, which approval shall not be unreasonably withheld. The audit shall be for the purposes of (i) verifying that AMD has complied with its exclusivity obligations and commitments pursuant to the Agreement and (ii) confirming the accuracy of any additional amounts payable by AMD to FoundryCo as described in Exhibit F of the Fifth Amendment. Inspections conducted under this Section 8.1(b) shall be at FoundryCo’s expense, unless AMD has failed to comply with its exclusivity obligations and commitments pursuant to the Agreement, or has a non-compliance variance adverse to FoundryCo with respect to additional amounts payable as described in Exhibit F of the Fifth Amendment of [****] percent ([****]%) or more, in which case AMD shall bear the reasonable expenses of such audit.”

AMD. 12 AMENDMENT TO THE AUL AMERICAN SERIES TDA MULTIPLE-FUND GROUP VARIABLE ANNUITY CONTRACT NUMBER GA XX,XXX (THE CONTRACT) ISSUED BY AMERICAN UNITED LIFE INSURANCE COMPANY (AUL) TO PEOPLES BANK & TRUST COMPANY AS CUSTODIAN ON BEHALF OF ANY PERSON ELIGIBLE TO PARTICIPATE IN AN IRC 403(b) TAX-DEFERRED ANNUITY WHO BECOMES A PARTICIPANT UNDER THIS CONTRACT AND SUCH SUCCESSOR CUSTODIAN AS MAY BE APPOINTED FROM TIME TO TIME (THE CONTRACTHOLDER) The Effective Date of this Amendment is June 1, 1997. AUL and the Contractholder hereby agree, by signing below, that the Contract is hereby amended by deleting Schedule A and by substituting the following Schedule A in lieu thereof: SCHEDULE A The following Investment Accounts are made available to the Contractholder by AUL. Amounts allocated to any Investment Account identified below shall be invested in the shares of the corresponding Mutual Fund or Mutual Fund Portfolio listed below. Investment Account Mutual Fund or Mutual Fund Portfolio ------------------ ------------------------------------ AUL American Bond AUL American Bond AUL American Equity AUL American Equity AUL American Managed AUL American Managed AUL American Money Market AUL American Money Market AUL American Tactical Asset Allocation AUL American Tactical Asset Allocation A▇▇▇▇ American Growth A▇▇▇▇ American Growth American Century VP Capital Appreciation American Century VP Capital Appreciation C▇▇▇▇▇▇ Capital Accumulation C▇▇▇▇▇▇ Capital Accumulation Fidelity VIP Equity-Income Fidelity VIP Equity-Income Fidelity VIP Growth Fidelity VIP Growth Fidelity VIP High Income Fidelity VIP High Income Fidelity VIP Overseas Fidelity VIP Overseas Fidelity VIP II Asset Manager Fidelity VIP II Asset Manager Fidelity VIP II Contrafund Fidelity VIP II Contrafund Fidelity VIP II Index 500 Fidelity VIP II Index 500 Janus Aspen Series Flexible Income Janus Aspen Series Flexible Income Janus Aspen Series Worldwide Growth Janus Aspen Series Worldwide Growth PBHG Insurance Series Growth II PBHG Insurance Series Growth II PBHG Insurance Series Technology and PBHG Insurance Series Technology and Communication Communication SAFECO Resource Series Trust Equity SAFECO Resource Series Trust Equity SAFECO Resource Series Trust Growth SAFECO Resource Series Trust Growth T. ▇▇▇▇ Price Equity-Income Portfolio T. ▇▇▇▇ Price Equity-Income Portfolio CONTRACTHOLDER AUL By_____________________________________ By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇▇ Chairman of the Board, Title____________________________...

AMD. Saxony LLC is not a “Restricted Subsidiary” under, and for the purposes of, the AMD Inc. 1999 Loan and Security Agreement;

AMD and Spansion may only amend this Agreement upon the approval of the Board of Directors. The Board of Directors may delegate its decision-making authority to Spansion management as it deems appropriate; provided, however, that any Special Project or new Services purchase of greater than Five Hundred Thousand Dollars ($500,000) payable in any Spansion fiscal year will require specific approval from the Board of Directors.

AMD. Payment shall be made in U.S. Dollars in cash within forty-five (45) days after the invoice date unless otherwise agreed to by the parties.

AMD. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be a waiver of such Party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action. No single or partial exercise of any right, power or privilege granted under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law or any other Transaction Document or Offering Document.