Common use of THE ACCOMMODATION COMMITMENTS Clause in Contracts

THE ACCOMMODATION COMMITMENTS. (a) The US Borrower on behalf of itself and the other Borrowers acknowledges and confirms that the Specified Issuing Lenders have issued, and that there are outstanding, certain Specified Accommodations under the Existing Credit Agreement (including the Chips Letter of Credit) in the outstanding amount of set forth on Schedule 3.1(a) (the "Existing Accommodations"). The US Borrower on behalf of itself and the other Borrowers hereby represents, warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently and irrevocably waivers, and releases the Specified Issuing Lenders and the Existing Lenders from any, to the extent arising on or prior to the Third Amendment and Restatement Closing Date) defense, setoff, claim or counterclaim against any Specified Issuing Lender or any Existing Lender in regard to any obligation in respect of the Existing Accommodations and (ii) reaffirms its obligation to pay such Obligations in accordance with the terms and provisions of this Agreement and the other Loan Documents. Subject to the terms and conditions hereof, each Specified Issuing Lender, in reliance on the agreements of the other Specified Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue or accept other Specified Accommodations for the account of the Specified Borrower on any Business Day during the Specified Revolving Credit Commitment Period in such form as may be approved from time to time by the Specified Issuing Lender; provided, that, no Specified Issuing Lender shall issue or accept any Specified Accommodation if, after giving effect to such issuance, (i) the Specified Accommodation Outstandings would exceed the Specified Issuing Lender's Accommodation Commitment or (ii) the sum of the Specified Revolving Credit Loans, Specified Swing Line Loans, and Specified Accommodation Outstandings of the Specified Revolving Credit Lenders would exceed the Specified Revolving Credit Commitments of the Specified Revolving Credit Lenders. Each Specified Accommodation shall (i) be (w) the Chips Letter of Credit, (x) a Standby L/C, (y) a Trade L/C or (z) a bankers' acceptance, to the extent included in the Specified Accommodation Commitment and (ii) expire or mature no later than five (5) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date. No Accommodation (other than the Chips Letter of Credit) shall have an expiry or maturity date more than one year after its date of issuance or creation; provided, that, any Specified Letter of Credit may provide for the renewal thereof for additional periods not to exceed one (1) year (which shall in no event extend beyond the Scheduled Revolving Credit Commitment Termination Date) and the Chips Letter of Credit shall mature April 30, 2003; provided, further, that in no case shall any Accommodation (other than the Chips Letter of Credit) have an expiry or maturity date later than five (5) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date. Each Specified Accommodation shall be denominated in the currency of the Specified Revolving Credit Commitment.

THE ACCOMMODATION COMMITMENTS. (a) The US Borrower on behalf of itself and the other Borrowers acknowledges and confirms that the Specified Issuing Lenders have issued, and that there are outstanding, certain Specified Accommodations under the Existing Credit Agreement (including the Chips Letter of Credit) in the outstanding amount of set forth on Schedule 3.1(a) (the "Existing Accommodations"). The US Borrower on behalf of itself and the other Borrowers hereby represents, warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently and irrevocably waivers, and releases the Specified Issuing Lenders and the Existing Lenders from any, to the extent arising on or prior to the Third Amendment and Restatement Closing Date) defense, setoff, claim or counterclaim against any Specified Issuing Lender or any Existing Lender in regard to any obligation in respect of the Existing Accommodations and (ii) reaffirms its obligation to pay such Obligations in accordance with the terms and provisions of this Agreement and the other Loan Documents. Subject to the terms and conditions hereof, each Specified Issuing Lender, in reliance on the agreements of the other Specified Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue or accept other Specified Accommodations for the account of the related Specified Borrower on any Business Day during the Specified Revolving Credit Commitment Period in such form as may be approved from time to time by the Specified Issuing Lender; providedPROVIDED, that, no Specified Issuing Lender shall issue or accept any Specified Accommodation if, after giving effect to such issuance, (i) the Specified Accommodation Outstandings would exceed the Specified Issuing Lender's Accommodation Commitment or Commitment, (ii) the sum of the Specified Revolving Credit Loans, Specified Swing Line Loans, and Specified Accommodation Outstandings of the Specified Revolving Credit Lenders would exceed the Specified Revolving Credit Commitments of the Specified Revolving Credit Lenders, (iii) the aggregate of the Swing Line Loans, the Revolving Credit Loans and the Accommodation Outstandings would exceed the US Revolving Credit Commitments or (iv) the Equivalent Amount of the aggregate of the English Revolving Credit Loans, the Accommodations issued by the English Issuing Lender for the account of the English Borrower, the Swing Line Loans made to the English Borrower and the Euro Revolving Credit Loans, in each case, then outstanding would exceed $25,000,000. Notwithstanding the foregoing, the letter of credit described on Schedule 3.1 shall, from and after the Closing Date, be deemed to be a US Letter of Credit issued pursuant to this Section 3.1(a) with the Lender listed on such schedule being deemed to be the US Issuing Lender in respect of such US Letter of Credit. Each Specified Accommodation shall (i) be (w) the Chips Letter Bank Guarantee Letters of Credit, (x) a Standby L/C, (y) a Trade L/C or (z) a bankers' acceptance, to the extent included in the Specified Accommodation Commitment and (ii) expire or mature no later than five (5) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date. No Accommodation (other than the Chips Letter Bank Guarantee Letters of Credit) shall have an expiry or maturity date more than one year after its date of issuance or creation; providedPROVIDED, that, any Specified Letter of Credit (other than the Bank Guarantee Letters of Credit) may provide for the renewal thereof for additional periods not to exceed one (1) year (which shall in no event extend beyond the Scheduled Revolving Credit Commitment Termination Date) and the Chips Letter of Credit shall mature April 30, 2003; provided, further, that in no case shall any Accommodation (other than the Chips Letter of Credit) have an expiry or maturity date later than five (5) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date). Each Specified Accommodation shall be denominated in the currency of the Specified Revolving Credit Commitment.

THE ACCOMMODATION COMMITMENTS. (a) The US Borrower on behalf of itself and the other Borrowers acknowledges and confirms that the Specified Issuing Lenders have issued, and that there are outstanding, certain Specified Accommodations under the Existing Credit Agreement (including the Chips Letter of Credit) in the outstanding amount of set forth on Schedule 3.1(a) (the "Existing Accommodations"). The US Borrower on behalf of itself and the other Borrowers hereby represents, warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently and irrevocably waivers, and releases the Specified Issuing Lenders and the Existing Lenders from any, to the extent arising on or prior to the Third Amendment and Restatement Closing Date) defense, setoff, claim or counterclaim against any Specified Issuing Lender or any Existing Lender in regard to any obligation in respect of the Existing Accommodations and (ii) reaffirms its obligation to pay such Obligations in accordance with the terms and provisions of this Agreement and the other Loan Documents. Subject to the terms and conditions hereof, each Specified Issuing Lender, in reliance on the agreements of the other Specified Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue or accept other Specified Accommodations for the account of the related Specified Borrower on any Business Day during the Specified Revolving Credit Commitment Period in such form as may be approved from time to time by the Specified Issuing Lender; providedPROVIDED, that, no Specified Issuing Lender shall issue or accept any Specified Accommodation if, after giving effect to such issuance, (i) the Specified Accommodation Outstandings would exceed the Specified Issuing Lender's Accommodation Commitment or Commitment, (ii) the sum of the Specified Revolving Credit Loans, Specified Swing Line Loans, and Specified Accommodation Outstandings of the Specified Revolving Credit Lenders would exceed the Specified Revolving Credit Commitments of the Specified Revolving Credit Lenders, (iii) the aggregate of the Swing Line Loans, the Revolving Credit Loans and the Accommodation Outstandings would exceed the US Revolving Credit Commitments or (iv) the Equivalent Amount of the aggregate of the English Revolving Credit Loans, the Accommodations issued by the English Issuing Lender for the account of the English Borrower, the Swing Line Loans made to the English Borrower and the Euro Revolving Credit Loans, in each case, then outstanding would exceed $20,000,000. Each Specified Accommodation shall (i) be (w) the Chips Letter Bank Guarantee Letters of Credit, (x) a Standby L/C, (y) a Trade L/C or (z) a bankers' acceptance, to the extent included in the Specified Accommodation Commitment and (ii) expire or mature no later than five (5) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date. No Accommodation (other than the Chips Letter Bank Guarantee Letters of Credit) shall have an expiry or maturity date more than one year after its date of issuance or creation; providedPROVIDED, that, any Specified Letter of Credit (other than the Bank Guarantee Letters of Credit) may provide for the renewal thereof for additional periods not to exceed one (1) year (which shall in no event extend beyond the Scheduled Revolving Credit Commitment Termination Date) and the Chips Letter of Credit shall mature April 30, 2003; provided, further, that in no case shall any Accommodation (other than the Chips Letter of Credit) have an expiry or maturity date later than five (5) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date). Each Specified Accommodation shall be denominated in the currency of the Specified Revolving Credit Commitment.

THE ACCOMMODATION COMMITMENTS. (a) The US Borrower on behalf of itself and the other Borrowers acknowledges and confirms that the Specified Issuing Lenders have issued, and that there are outstanding, certain Specified Accommodations under the Existing Credit Agreement (including the Chips Letter of Credit) in the outstanding amount of set forth on Schedule 3.1(a) (the "Existing Accommodations"). The US Borrower on behalf of itself and the other Borrowers hereby represents, warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently and irrevocably waivers, and releases the Specified Issuing Lenders and the Existing Lenders from any, to the extent arising on or prior to the Third Amendment and Restatement Closing Date) defense, setoff, claim or counterclaim against any Specified Issuing Lender or any Existing Lender in regard to any obligation in respect of the Existing Accommodations and (ii) reaffirms its obligation to pay such Obligations in accordance with the terms and provisions of this Agreement and the other Loan Documents. Subject to the terms and conditions hereof, each Specified Issuing Lender, in reliance on the agreements of the other Specified Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue or accept other Specified Accommodations for the account of the Specified Borrower on any Business Day during the Specified Revolving Credit Commitment Period in such form as may be approved from time to time by the Specified Issuing Lender; provided, that, no Specified Issuing Lender shall issue or accept any Specified Accommodation if, after giving effect to such issuance, (i) the Specified Accommodation Outstandings would exceed the Specified Issuing Lender's Accommodation Commitment or (ii) the sum of the Specified Revolving Credit Loans, Specified Swing Line Loans, and Specified Accommodation Outstandings of the Specified Revolving Credit Lenders would exceed the Specified Revolving Credit Commitments of the Specified Revolving Credit Lenders. Each Specified Accommodation shall (i) be (w) the Chips Letter of Credit, (x) a Standby L/C, (y) a Trade L/C or (z) a bankers' acceptance, to the extent included in the Specified Accommodation Commitment and (ii) expire or mature no later than five (5) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date. No Accommodation (other than the English Bidco Loan Note Letter of Credit and the Chips Letter of Credit) shall have an expiry or maturity date more than one year after its date of issuance or creation; provided, that, any Specified Letter of Credit (other than the English Bidco Loan Note Letter of Credit) may provide for the renewal thereof for additional periods not to exceed one (1) year (which shall in no event extend beyond the Scheduled Revolving Credit Commitment Termination 67 61 Date) and the Chips Letter of Credit shall mature April 30, 2003; provided, further, that in no case shall any Accommodation (other than the Chips Letter of Credit) have an expiry or maturity date later than five (5) Business Days prior to the Scheduled Revolving Credit Commitment Termination Date. Each Specified Accommodation shall be denominated in the currency of the Specified Revolving Credit Commitment.