Common use of Acceptances Clause in Contracts

Acceptances. Each Acceptance shall be created upon a Request by the Bank's acceptance of a draft in form and substance satisfactory to the Bank (each a "Draft"). Each Draft shall: (i) be drawn on the Bank by or on behalf or for the account of the Borrowers in accordance with the provisions hereof; (ii) have a minimum face amount of $100,000 ; (iii) be for the purpose of financing only those transactions permitted by paragraph 7 of Section 13 of the Federal Reserve Act, as amended from time to time; and (iv) mature not more than 180 days after the date thereof (provided that, if such date is not a Business Day, the maturity shall be extended to the next succeeding Business Day). However, no Draft shall mature more than 90 days after the Expiration Date. Each Borrower hereby warrants that any Acceptances relating to the importation or exportation of goods or relating to the domestic shipment of goods shall: (i) not have a term in excess of the period of time which is usual and reasonably necessary to finance transactions of the character of the underlying import or export transaction or the underlying domestic shipment; (ii) not, together with all other Acceptances relating to any such shipment, have an aggregate face amount exceeding the CIF value of such shipment; and (iii) not be created more than 30 days after the date of shipment of goods to which such Acceptance relates. Acceptances relating to the storage of goods shall be subject to the further conditions that: (i) at the time such Acceptance is created, the goods being stored are covered by a warehouse receipt issued by a bonded warehouse independent of the Borrower and acceptable to the Bank; (ii) the goods covered by the warehouse receipt are readily marketable staples (as such term is defined in Section 13 of the Federal Reserve Act by the Board of Governors of the Federal Reserve System or by Federal Reserve Bulletins) held pending a reasonably immediate sale, distribution or shipment; and (iii) the face amount of the Acceptance relating to such goods does not exceed the fair market value of the goods.

Acceptances. Each Acceptance shall Subject to the terms and conditions of this Agreement, the Revolving Loan Commitment may be created utilized, upon a Request the request of the Company, for the creation and discount by the Bank's Accepting Bank of Acceptances, provided that in no event shall (i) the aggregate amount of all Acceptance Liabilities, together with the aggregate outstanding amount of Loans and the aggregate amount of all Letter of Credit Liabilities, exceed the lesser of (x) the Borrowing Base reflected on the most recent Borrowing Base Certificate delivered pursuant to Section 8.01(d) hereof, and (y) the aggregate amount of the Revolving Loan Commitments at such time and (ii) the Maturity Date of any Acceptance extend beyond the Revolving Credit Termination Date. The following additional provisions shall apply to Acceptances: (a) When the Company wishes to request that the Accepting Bank create and discount Acceptances for account of the Company, the Company shall give the Accepting Bank notice of such request so as to be received by the Accepting Bank no later than 11:00 a.m. New York time on the Business Day next preceding the date proposed therein for the creation and discount of such Acceptances, specifying: (i) the aggregate face amount of such Acceptances; (ii) the tenor of such Acceptances (which in any event shall not exceed six months); (iii) the type and C.I.F. (or other applicable) value of the goods out of whose shipment such Acceptance will arise; (iv) the date of shipment of such goods (which in any event may not be more than 30 days prior to the date proposed in the notice requesting the creation and discount of such Acceptances); (v) the city and country of origin of shipment of such goods; and (vi) the city and state of destination of shipment of such goods. (b) The Accepting Bank shall, not later than 1:00 p.m. New York time on the date specified for the creation and discount of such Acceptances: (i) create such Acceptances in such aggregate amount by the acceptance at the Principal Office of a draft or drafts in the form customarily employed by the Accepting Bank in creating bankers’ acceptances (the denomination of each such Acceptance to be selected by the Accepting Bank in its sole discretion); (ii) discount such Acceptances at the All-In Rate and substance satisfactory shall notify each Bank of such rate; and (iii) promptly make available to the Company the proceeds of such discount by depositing the same, in immediately available funds, in an account of the Company maintained with the Accepting Bank at the Principal Office designated by the Company. (c) On each day during the period commencing with the creation and discount by the Accepting Bank of any Acceptance and until the related Acceptance Liability shall have been paid in full, the Revolving Loan Commitment of each Bank shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Bank’s Revolving Commitment Percentage of the face amount of such Acceptance. Each Bank (each a "Draft"). Each Draft shall: (iother than the Accepting Bank) be drawn agrees that, upon the creation and discount of any Acceptance hereunder, it shall automatically and without any further action on the part of the Agent, the Accepting Bank by or on behalf or such Bank acquire a participation in the Accepting Bank’s liability under such Acceptance in an amount equal to such Bank’s Revolving Commitment Percentage of such liability, and each Bank (other than the Accepting Bank) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Accepting Bank to pay and discharge when due, and to pay and reimburse the Accepting Bank in accordance with clause (f) below, its Revolving Commitment Percentage of the Accepting Bank’s liability under such Acceptance. (d) With respect to any Acceptance created and discounted hereunder, the Company unconditionally agrees to pay to the Agent for the account of the Borrowers in accordance with Accepting Bank, on the provisions hereof; (ii) have a minimum face amount Maturity Date of $100,000 ; (iii) such Acceptance, or such earlier date as may be for the purpose of financing only those transactions permitted by paragraph 7 of Section 13 of the Federal Reserve Act, as amended from time to time; and (iv) mature not more than 180 days after the date thereof (provided that, if such date is not a Business Day, the maturity shall be extended required pursuant to the next succeeding Business Day). Howeverterms of this Agreement, no Draft shall mature more than 90 days after the Expiration Date. Each Borrower hereby warrants that any Acceptances relating to the importation or exportation of goods or relating to the domestic shipment of goods shall: (i) not have a term in excess of the period of time which is usual and reasonably necessary to finance transactions of the character of the underlying import or export transaction or the underlying domestic shipment; (ii) not, together with all other Acceptances relating to any such shipment, have an aggregate face amount exceeding the CIF value of such shipment; and (iii) not be created more than 30 days after the date of shipment of goods to which such Acceptance relates. Acceptances relating to the storage of goods shall be subject to the further conditions that: (i) at the time such Acceptance is created, the goods being stored are covered by a warehouse receipt issued by a bonded warehouse independent of the Borrower and acceptable to the Bank; (ii) the goods covered by the warehouse receipt are readily marketable staples (as such term is defined in Section 13 of the Federal Reserve Act by the Board of Governors of the Federal Reserve System or by Federal Reserve Bulletins) held pending a reasonably immediate sale, distribution or shipment; and (iii) the face amount of such Acceptance. (e) The Company shall advise the Agent whether or not the Company intends to borrow hereunder to finance its obligation to reimburse the Accepting Bank in the face amount of any Acceptance and, if it does, submit a notice of such borrowing as provided in Section 4.05 hereof. In the event that the Company fails to reimburse the Accepting Bank for the face amount of an Acceptance on the Maturity Date therefor, the Agent shall give each Bank prompt notice of such face amount, specifying such Bank’s Revolving Commitment Percentage of such face amount. (f) Upon demand of the Accepting Bank made through the Agent at any time from and including the Maturity Date of any Acceptance until the Company shall have reimbursed the Accepting Bank in the face amount of such Acceptance under clause (e) hereof, each Bank (other than the Accepting Bank) shall pay to the Agent for account of the Accepting Bank at the Principal Office in Dollars and in immediately available funds, the amount of such Bank’s Revolving Commitment Percentage of the face amount of such Acceptance. Each such Bank’s obligation to make such payment to the Agent for account of the Accepting Bank under this clause (f), and the Accepting Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (f), the financial condition of the Company (or any other account party), the existence of any Default or the termination of the Commitment. Each such payment to the Accepting Bank shall be made without any offset, abatement, withholding or reduction whatsoever. If any Bank shall default in its obligation to make any such payment to the Agent for account of the Accepting Bank, for so long as such default shall continue the Agent may at the request of the Accepting Bank withhold from any payments received by the Agent under this Agreement or any Note for account of such Bank the amount so in default and, to the extent so withheld, pay the same to the Accepting Bank in satisfaction of such defaulted obligation. (g) Upon the making of each payment by a Bank to the Accepting Bank pursuant to clause (f) above in respect of any Acceptance, such Bank shall, automatically and without any further action on the part of the Agent, the Accepting Bank or such Bank, acquire (i) a participation in an amount equal to such payment in the Acceptance Liability owing to the Accepting Bank by the Company hereunder and under the Acceptance Documents relating to such goods does not exceed Acceptance and (ii) a participation in a percentage equal to such Bank’s Revolving Commitment Percentage in any interest or other amounts payable by the fair market value Company hereunder and under such Acceptance Documents in respect of such Acceptance Liability. Upon receipt by the Accepting Bank from or for account of the goodsCompany of any payment in respect of any Acceptance Liability or any such interest or other amount (including by way of setoff or application of proceeds of any collateral security) the Accepting Bank shall promptly pay to the Agent for account of each Bank entitled thereto, such Bank’s Revolving Commitment Percentage of such payment, each such payment by the Accepting Bank to be made in the same money and funds in which received by the Accepting Bank. In the event any payment received by the Accepting Bank and so paid to the Banks hereunder is rescinded or must otherwise be returned by the Accepting Bank, each Bank shall, upon the request of the Accepting Bank (through the Agent), repay to the Accepting Bank (through the Agent) the amount of such payment paid to such Bank, with interest at the rate specified in clause (j) of this Section 2.04. (h) In the event the Accepting Bank is unable to rediscount any Acceptance in the secondary bankers’ acceptance market for any reason whatsoever (or in the event the Accepting Bank repurchases any Acceptance theretofore rediscounted in such market because such Acceptance is not eligible for discount and purchase by a Federal Reserve Bank), each Bank (other than the Accepting Bank) shall, upon notice from the Accepting Bank, purchase from the Accepting Bank a participation in the Accepting Bank’s right, title and interest in and to such Acceptance equal to its Revolving Commitment Percentage of such Acceptance by paying to the Agent for account of the Accepting Bank an amount equal to its Revolving Commitment Percentage of the proceeds of the discount of such Acceptance paid by the Accepting Bank. Each such Bank’s obligation to make such payments to the Agent for account of the Accepting Bank under this clause (h), and the Accepting Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this clause (h), the financial condition of the Company or any of its Subsidiaries, the existence of any Default or the termination of the Commitments. Each such payment to the Agent for account of the Accepting Bank shall be made without any offset, abatement, withholding or reduction whatsoever. Upon the making of any payment by a Bank to the Agent for account of the Accepting Bank pursuant to the first sentence of this clause (h) in respect of any Acceptance, such Bank shall, automatically and without any further action on the part of the Agent, the Accepting Bank or such Bank, acquire a participation in its Revolving Commitment Percentage of any proceeds received by the Accepting Bank from the subsequent rediscount of such Acceptance in the secondary banker’s acceptance market. To the extent a Bank makes a payment under this clause (h), such Bank shall not be required to make a payment with respect to such Acceptance pursuant to clause (f) of this Section 2.04. (i) To the extent that any Bank shall fail to pay any amount required to be paid pursuant to clause (f) or (g) of this Section 2.04 on the due date therefor, such Bank shall pay interest to the Accepting Bank (through the Agent) on such amount from and including such due date to but excluding the date such payment is made at the Federal Funds Rate. (j) The Company hereby appoints the Accepting Bank to be, and the Accepting Bank hereby accepts such appointment to be, the Company’s true and lawful attorney-in-fact for and on behalf of the Company to sign in the name of the Company, as drawer, drafts naming the Accepting Bank as drawee and payee and otherwise in the form customarily employed by the Accepting Bank in creating bankers’ acceptances, and to complete such drafts as to amount, date and maturity (in such numbers and denominations as the Accepting Bank is hereby authorized to determine) in accordance with any request for the creation and discount of Acceptances under Section 2.04(a) hereof.

Acceptances. Each Acceptance shall be created upon a Request by the Bank's acceptance of a draft in form and substance satisfactory to the Bank (each a "Draft"). Each Draft shall: (i) be drawn on the Bank by or on behalf or for the account of the Borrowers Borrower in accordance with the provisions hereofhereof ; (ii) have a minimum face amount of $100,000 100,000.00; (iii) be for the purpose of financing only those transactions permitted by paragraph Subsection 7 of Section 13 of the Federal Reserve Act, as amended from time to time; and (iv) mature not more than 180 days after the date thereof (provided that, if such date is not a Business Day, the maturity shall be extended to the next succeeding Business Day). However, no Draft shall mature more than 90 days after the Expiration DateDate of Acceptances. Each The Borrower hereby warrants that any Acceptances relating to the importation or exportation of goods or relating to the domestic shipment of goods shall: (i) not have a term in excess of the period of time which is usual and reasonably necessary to finance transactions of the character of the underlying import or export transaction or the underlying domestic shipment; (ii) not, together with all other Acceptances relating to any such shipment, have an aggregate face amount exceeding the CIF value of such shipment; and (iii) not be created more than 30 days after the date of shipment of goods to which such Acceptance relates. Acceptances relating to the storage of goods shall be subject to the further conditions that: (i) at the time such Acceptance is created, the goods being stored are covered by a warehouse receipt issued by a bonded warehouse independent of the Borrower and acceptable to the Bank; (ii) the goods covered by the warehouse receipt are readily marketable staples (as such term is defined in Section 13 of the Federal Reserve Act by the Board of Governors of the Federal Reserve System or by Federal Reserve Bulletins) held pending a reasonably immediate sale, distribution or shipment; and (iii) the face amount of the Acceptance relating to such goods does not exceed the fair market value of the goods.

Acceptances. Each Acceptance shall be created upon a Request by the Bank's acceptance of a draft in form and substance satisfactory to the Bank (each a "Draft"). Each Draft shall: (i) be drawn on the Bank by or on behalf or for the account of the Borrowers Borrower in accordance with the provisions hereof; (ii) have a minimum face amount of $100,000 100,000.00; (iii) be for the purpose of financing only those transactions permitted by paragraph Subsection 7 of Section 13 of the Federal Reserve Act, as amended from time to time; and (iv) mature not more than 180 90 days after the date thereof (provided that, if such date is not a Business Day, the maturity shall be extended to the next succeeding Business Day). However, no Draft shall mature more than 90 days after the Expiration Date. Each The Borrower hereby warrants that any Acceptances relating to the importation or exportation of goods or relating to the domestic shipment of goods shall: (i) not have a term in excess of the period of time which is usual and reasonably necessary to finance transactions of the character of the underlying import or export transaction or the underlying domestic shipment; (ii) not, together with all other Acceptances relating to any such shipment, have an aggregate face amount exceeding the CIF value of such shipment; and (iii) not be created more than 30 days after the date of shipment of goods to which such Acceptance relates. Acceptances relating to the storage of goods shall be subject to the further conditions that: (i) at the time such Acceptance is created, the goods being stored are covered by a warehouse receipt issued by a bonded warehouse independent of the Borrower and acceptable to the Bank; (ii) the goods covered by the warehouse receipt are readily marketable staples (as such term is defined in Section 13 of the Federal Reserve Act by the Board of Governors of the Federal Reserve System or by Federal Reserve Bulletins) held pending a reasonably immediate sale, distribution or shipment; and (iii) the face amount of the Acceptance relating to such goods does not exceed the fair market value of the goods.

Acceptances. Each Subject to the terms and conditions hereof, the Borrower may borrow from the Lenders on any Business Day up to the amount of each applicable Credit Facility of each Lender by way of Acceptances upon giving to the Administrative Agent prior written notice in accordance with Section 3.7 by means of a Notice of Borrowing, and provided that: 7.1.1 each Bankers' Acceptance is denominated in CDollars and the minimum aggregate amount of each Borrowing by way of Bankers' Acceptances shall be created upon C$1,000,000 or in integral multiples of C$1,000 in excess of such minimum amount; 7.1.2 each Lender shall have received a Request Bankers' Acceptance or Bankers' Acceptances in the principal amount of such Lender's Participation of such Borrowing in due and proper form duly completed and executed by the Bank's acceptance Borrower, or each Lender on behalf of a draft in form and substance satisfactory the Borrower pursuant to the Bank provisions of Section 7.5, and presented for acceptance to such Lender prior to 10:00 a.m. (each a "Draft"). Each Draft shall: (iToronto time) be drawn on the Bank by or on behalf or Drawdown Date and the Acceptance Fee shall have been paid to the Administrative Agent, for the account of such Lender, at or prior to such time; 7.1.3 each Bankers' Acceptance shall be for periods to mature on a Business Day no later than the Borrowers in accordance with Relevant Maturity Date of one month, two months or three months (plus or minus up to two (2) days) from the provisions hereofdate of its Acceptance, the whole subject to market availability; 7.1.4 no days of grace shall be permitted on any Bankers' Acceptance; (ii) have a minimum and 7.1.5 the aggregate face amount of $100,000 ; (iii) the Bankers' Acceptances to be for accepted by a Lender shall be determined by the purpose of financing only those transactions permitted Administrative Agent by paragraph 7 of Section 13 of the Federal Reserve Actreference to such Lender's Commitment, as amended from time to time; and (iv) mature not more than 180 days after the date thereof (provided except that, if such date is not a Business Day, the maturity shall be extended to the next succeeding Business Day). However, no Draft shall mature more than 90 days after the Expiration Date. Each Borrower hereby warrants that any Acceptances relating to the importation or exportation of goods or relating to the domestic shipment of goods shall: (i) not have a term in excess of the period of time which is usual and reasonably necessary to finance transactions of the character of the underlying import or export transaction or the underlying domestic shipment; (ii) not, together with all other Acceptances relating to any such shipment, have an aggregate face amount exceeding the CIF value of such shipment; and (iii) not be created more than 30 days after the date of shipment of goods to which such Acceptance relates. Acceptances relating to the storage of goods shall be subject to the further conditions that: (i) at the time such Acceptance is created, the goods being stored are covered by a warehouse receipt issued by a bonded warehouse independent of the Borrower and acceptable to the Bank; (ii) the goods covered by the warehouse receipt are readily marketable staples (as such term is defined in Section 13 of the Federal Reserve Act by the Board of Governors of the Federal Reserve System or by Federal Reserve Bulletins) held pending a reasonably immediate sale, distribution or shipment; and (iii) the face amount of a Bankers' Acceptance which would otherwise be accepted by a Lender pursuant to a Borrowing would not for any reason be a whole multiple of C$1,000, such face amount shall be increased or reduced by the Acceptance relating Administrative Agent in its sole discretion to such goods does not exceed the fair market value nearest whole multiple of the goodsC$1,000, as appropriate.

Acceptances. Each Acceptance shall be created upon a Request by the Bank's acceptance of a draft in form and substance satisfactory to the Bank (each a "Draft"). Each Draft shall: (i) be drawn on the Bank by or on behalf or for the account of the Borrowers in accordance with the provisions hereofhereof ; (ii) have a minimum face amount of $100,000 100,000.00; (iii) be for the purpose of financing only those transactions permitted by paragraph Subsection 7 of Section 13 of the Federal Reserve Act, as amended from time to time; and (iv) mature not more than 180 days after the date thereof (provided that, if such date is not a Business Day, the maturity shall be extended to the next succeeding Business Day). However, no Draft shall mature more than 90 days after the Expiration Date. Each Borrower The Borrowers hereby warrants warrant that any Acceptances relating to the importation or exportation of goods or relating to the domestic shipment of goods shall: (i) not have a term in excess of the period of time which is usual and reasonably necessary to finance transactions of the character of the underlying import or export transaction or the underlying domestic shipment; (ii) not, together with all other Acceptances relating to any such shipment, have an aggregate face amount exceeding the CIF value of such shipment; and (iii) not be created more than 30 days after the date of shipment of goods to which such Acceptance relates. Acceptances relating to the storage of goods shall be subject to the further conditions that: (i) at the time such Acceptance is created, the goods being stored are covered by a warehouse receipt issued by a bonded warehouse independent of the Borrower Borrowers and acceptable to the Bank; (ii) the goods covered by the warehouse receipt are readily marketable staples (as such term is defined in Section 13 of the Federal Reserve Act by the Board of Governors of the Federal Reserve System or by Federal Reserve Bulletins) held pending a reasonably immediate sale, distribution or shipment; and (iii) the face amount of the Acceptance relating to such goods does not exceed the fair market value of the goods.