Common use of Preparation of Drafts and Creation of Acceptances Clause in Contracts

Preparation of Drafts and Creation of Acceptances. To enable the Administrative Agent to create Acceptances in the manner specified in this Section 3.3, the Company hereby irrevocably designates and appoints the Administrative Agent, which may from time to time appoint any other bank or financial institution, as the Company's true and lawful attorney-in-fact, to execute drafts, in the form of Exhibit N hereto or such other form as may be acceptable to the Company and the Administrative Agent (a "Draft"), in the name and on behalf of the Company as drawer. The Administrative Agent shall promptly notify the Company of each such designee appointed by the Administrative Agent to execute drafts under the foregoing power of attorney. Such power of attorney may only be exercised by the Administrative Agent or its designee following the Administrative Agent's receipt of a Notice of Drawing and in strict accordance with the information contained therein. The Company hereby authorizes the Administrative Agent or its designee to complete a Draft in respect of a requested Drawing in accordance with such information, which Draft shall be dated the Drawing Date and shall mature on the date specified in the relevant Notice of Drawing provided such date is a date permitted under Section 3.1. Not later than 12:00 noon (Minneapolis time) on the proposed Drawing Date, the Administrative Agent shall, subject to the satisfaction of the applicable conditions set forth in Sections 9 and 10, duly accept and discount such Draft at a price equal to the face amount thereof less the sum of (i) the bankers acceptance discount rate for such maturity then being generally quoted by the Administrative Agent (unless the Administrative Agent quoted a bankers acceptance discount rate in connection with the Company's giving of the relevant Notice of Drawing which quoted rate was accepted by the Company not more than 15 minutes prior to its giving of such Notice, in which case such quoted rate shall control) (the "Discount Charge") and (ii) a per annum acceptance commission (the "Acceptance Commission") equal to the Applicable Margin, each of the Discount Charge and the Acceptance Commission being calculated on the face amount of each Draft so accepted for the actual number of days in the period from the date thereof to the date of its maturity and on the basis of a year of 360 days. Not later than 1:00 p.m. (Minneapolis time) on the Drawing Date, the Administrative Agent shall make the amount of the proceeds of the discount of each Draft so accepted and discounted available to the Company. On the Drawing Date of such Acceptance, the Administrative Agent shall remit to each Bank such Bank's Pro Rata Share of the Acceptance Commission applicable to such Acceptance. Notwithstanding the foregoing, the Administrative Agent shall not be obligated to create or discount Acceptances hereunder if such Acceptance would not be eligible for discount at a Federal Reserve Bank under applicable rules or regulations, would not meet the requirements of paragraph 7 of Section 13 of the Federal Reserve Act, as amended, or any liability of the Administrative Agent that would arise from the creation of such Acceptance would constitute a deposit for which the Administrative Agent would be required to maintain reserves under Regulation D of the Federal Reserve Board as from time to time in effect. The Company acknowledges that the Administrative Agent's decision to accept and discount any Draft offered for acceptance and discount hereunder will be made in reliance upon the truth of the representations made by the Company in the related Notice of Drawing establishing the eligibility for discount of any such Acceptance. The Company will indemnify and save the Administrative Agent and each Acceptance Participant harmless from any loss or liability incurred by the Administrative Agent and such Acceptance Participants if any Acceptances are determined to be ineligible for discount or subject to reserves by reason of any misrepresentation made by the Company.

Preparation of Drafts and Creation of Acceptances. To enable the Administrative Agent to create Acceptances in the manner specified in this Section 3.3, the Company hereby irrevocably designates and appoints the Administrative Agent, which may from time to time appoint any other bank or financial institution, as the Company's true and lawful attorney-in-fact, to execute drafts, in the form of Exhibit N hereto or such other form as may be acceptable to the Company and the Administrative Agent (a "Draft"), in the name and on behalf of the Company as drawer. a) The Administrative Agent shall promptly notify the Company of each such designee appointed by the Administrative Agent to execute drafts under the foregoing power of attorney. Such power of attorney may only be exercised by the Administrative Agent or its designee following the Administrative Agent's receipt of a Notice of Drawing and in strict accordance with the information contained therein. The Company Borrower hereby authorizes the Administrative Agent Issuing Bank or its designee to complete accept a Draft in respect Draft(s) drawn by a beneficiary under a time Facility Letter of a requested Drawing in accordance with such information, which Draft shall be dated the Drawing Date and shall mature on the date specified in the relevant Notice of Drawing provided such date is a date permitted under Section 3.1Credit. Not later than 12:00 noon (Minneapolis Chicago time) on the proposed Drawing Date, or such later time as maybe acceptable to the Administrative Agent Borrower and the Issuing Bank, the Issuing Bank shall, subject to the satisfaction of the applicable conditions set forth in Sections 9 and 10herein, duly accept and discount such Draft at a price equal to the face amount thereof less the sum of (i) the bankers acceptance discount rate for such maturity then being generally quoted by the Administrative Agent (unless the Administrative Agent quoted a bankers acceptance discount rate in connection with the Company's giving of the relevant Notice of Drawing which quoted rate was accepted by the Company not more than 15 minutes prior to its giving of such Notice, in which case such quoted rate shall control) Issuing Bank (the "Discount Charge") and (ii) a per annum acceptance commission (the "Acceptance Commission") equal to the Applicable Margin), each of the Discount Charge and the Acceptance Commission being calculated on the face amount of each Draft so accepted for the actual number of days in the period from the date thereof to the date of its maturity and on the basis of a year of 360 days. Not later than 1:00 p.m. (Minneapolis Chicago time) on the Drawing Date, the Administrative Agent Issuing Bank shall make the amount of the proceeds of the discount of each Draft so accepted and discounted available to the Company. On the Drawing Date of such Acceptance, the Administrative Agent shall remit to each Bank such Bank's Pro Rata Share of the Acceptance Commission applicable to such Acceptancebeneficiary. Notwithstanding the foregoing, in the Administrative Agent case of a Documentary Facility Acceptance arising out of Drafts drawn by a Facility Letter of Credit beneficiary, such discounting shall be on terms acceptable to the Issuing Bank and such beneficiary (or its assignee) and the proceeds of any such discount shall be paid (after such discounting charges) to such beneficiary or its assignee. (b) Notwithstanding the foregoing, the Issuing Bank shall not be obligated to create or discount Acceptances hereunder if such Acceptance would not be eligible for discount at a Federal Reserve Bank under applicable rules or regulations, would not meet the requirements of paragraph 7 of Section 13 of the Federal Reserve Act, as amended, or any liability of or the Administrative Agent Issuing Bank that would arise from the creation of such Acceptance would constitute a deposit for which the Administrative Agent Issuing Bank would be required to maintain reserves under Regulation D of the Federal Reserve Board as from time to time in effecteffect or if the Issuing Bank, in its sole discretion, chooses not to discount such Acceptance. The Company Borrower acknowledges that the Administrative AgentIssuing Bank's decision to accept and discount any Draft offered for acceptance and discount hereunder will be made in reliance upon the truth of the representations made by the Company Borrower in the related Notice of Drawing establishing the eligibility for discount of any such Acceptance. The Company Borrower will indemnify and save the Administrative Agent Agent, the Issuing Bank and each Acceptance Participant Lender harmless from any loss or liability incurred by the Administrative Agent and Agent, the Issuing Bank or such Acceptance Participants Lender if any Acceptances are determined to be ineligible for discount or subject to reserves by reason of any misrepresentation made by the CompanyBorrower or to the beneficiary of any Facility Letter of Credit. (c) The Borrower hereby unconditionally agrees to pay to the Issuing Bank in immediately available funds the face amount of each Draft as to which an Acceptance was created by such Issuing Bank on the maturity date thereof, or on such earlier date as may be required pursuant to other provisions of this Agreement. (d) Acceptances may not be prepaid without the consent of the Issuing Bank.

Preparation of Drafts and Creation of Acceptances. To enable the Administrative Agent to create Acceptances in the manner specified in this Section 3.3subsection 2.18, the Company hereby irrevocably designates and appoints shall supply the Administrative Agent, which may from time to time appoint any other bank or financial institutionupon execution of the Agreement, as and thereafter forthwith upon request by the Company's true and lawful attorney-in-factAdministrative Agent, to execute with a sufficient number of signed blank drafts, in the form of Exhibit N I hereto or such other form as the Administrative Agent may customarily use in creating bankers’ acceptances and as may be acceptable to the Company and (a “Draft”) as the Administrative Agent (a "Draft"), in the name and on behalf of the Company as drawermay reasonably request. The Administrative Agent shall promptly notify the Company of each hold such designee appointed drafts in safekeeping to be filled in and completed by the Administrative Agent to execute drafts under the foregoing power of attorney. Such power of attorney may only be exercised as Acceptances from information provided by the Administrative Agent or its designee following the Administrative Agent's receipt of a Notice of Drawing and Company in strict accordance with subsections 2.18(b) and (c). In case any authorized signatory of the information contained thereinCompany whose signature shall appear on any Draft shall cease to have such authority before the creation of an Acceptance with respect to such Draft, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such creation. The Company hereby authorizes the Administrative Agent or its designee to complete a Draft in respect of a requested Drawing in accordance with such information, which Draft shall be dated the Drawing Date and shall mature on the date specified in the relevant Notice of Drawing provided such date is a date permitted under Section 3.1subsection 2.18(a) hereof. Not later than 12:00 noon (Minneapolis Minneapolis, Minnesota time) on the proposed Drawing Date, the Administrative Agent shall, subject to the satisfaction of the applicable conditions set forth in Sections 9 and 10subsections 4.5 through 4.9 hereof, duly accept and discount such Draft at a price equal to the face amount thereof less the sum of (i) the bankers then prevailing banker’s acceptance discount rate for such maturity then being generally quoted by the Administrative Agent applied to that face amount, calculated for the period from the date of such Draft to the date of its maturity on the basis of a year of 360 days (unless the Administrative Agent quoted a bankers banker’s acceptance discount rate in connection with the Company's ’s giving of the relevant Notice of Drawing which quoted rate was accepted by the Company not more than 15 minutes prior to its giving of such Notice, in which case such quoted rate shall control) (the "“Discount Charge") ”), and (ii) a per annum acceptance commission (the "Acceptance applicable Commission") equal to the Applicable Margin, each of the Discount Charge and the Acceptance Commission being calculated on the face amount of each Draft so accepted for the actual number of days in the period from the date thereof to the date of its maturity and on the basis of a year of 360 days. Not later than 1:00 p.m. (Minneapolis time) on the Drawing Date, the Administrative Agent shall make the amount of the proceeds of the discount of each Draft so accepted and discounted available to the Company. On the Drawing Date of such Acceptance, the Administrative Agent shall remit to each Bank such Bank's Pro Rata Share of the Acceptance Commission applicable to such Acceptance. Notwithstanding the foregoing, the Administrative Agent shall not be obligated to create or discount Acceptances any Acceptance hereunder if such Acceptance would not be eligible for discount at a Federal Reserve Bank under applicable rules or regulations, or would not meet the requirements of paragraph 7 of Section 13 of the Federal Reserve Act, as amended, or if any liability of the Administrative Agent that would arise from the creation of such Acceptance would constitute a deposit for which the Administrative Agent would be required to maintain reserves under Regulation D of the Federal Reserve Board as from time to time in effect. The Company acknowledges Companies acknowledge that the Administrative Agent's ’s decision to accept and discount any Draft offered for acceptance and discount hereunder will be made in reliance upon the truth of the representations made by the Company Companies in the related each such Notice of Drawing establishing the eligibility for discount of any such Acceptance. The Company Companies will indemnify and save the Administrative Agent and each Acceptance Participant Bank harmless from any loss or liability incurred by the Administrative Agent and such Acceptance Participants Banks if any Acceptances are determined to be ineligible for discount or subject to reserves by reason of any misrepresentation made by the Company.

Preparation of Drafts and Creation of Acceptances. To On the Closing Date, the Borrower shall sign, blank-endorse on the back, and return to the Agent 25 blank drafts, in the form of Exhibit D hereto (each, a "Draft") to enable the Administrative Agent to create Acceptances in the manner specified in this Section 3.3Article 2B. The Borrower agrees to provide sufficient signed and blank-endorsed Drafts upon request of the Agent to effect the purposes of this Agreement. In addition, the Company Borrower hereby irrevocably designates and appoints the Administrative Agent, which may from time to time appoint any other bank or financial institution, as the CompanyBorrower's true and lawful attorney-in-fact, to execute and endorse drafts, in the form of Exhibit N D hereto or such other form as may be acceptable to the Company Borrower and the Administrative Agent (each a "Draft"), in the name and on behalf of the Company Borrower as drawer. The Administrative Agent shall promptly notify the Company Borrower of each such designee appointed by the Administrative Agent to execute drafts Drafts under the foregoing power of attorney. Such power of attorney may only be exercised by the Administrative Agent or its designee following the Administrative Agent's receipt of a Notice of Drawing Drawing, and in strict accordance compliance with the information contained therein. The Company Borrower hereby authorizes the Administrative Agent or its designee to complete a Draft and endorse Drafts in face amounts determined by the Agent in respect of a requested Drawing in accordance with such information, which Draft shall be dated the Drawing Date and shall mature on the date specified in the relevant Notice of Drawing provided such date is a date permitted under Section 3.12B.01(a). Not later than 12:00 noon (Minneapolis New York time) on the proposed Drawing Date, the Administrative Agent shall, subject to the satisfaction of the applicable conditions set forth in Sections 9 and 10Section 4.01, duly accept and discount such Draft at a price equal to the face amount thereof less the sum of (i) the bankers acceptance discount rate for such maturity then being generally quoted by the Administrative Agent (unless the Administrative Agent quoted a bankers acceptance discount rate in connection with the Company's giving of the relevant Notice of Drawing which quoted rate was accepted by the Company not more than 15 minutes prior to its giving of such Notice, in which case such quoted rate shall control) (the "Discount Charge") ), and (ii) a per annum acceptance commission the Applicable Spread multiplied by the face amount of each Draft (the "Acceptance Commission") equal to the Applicable Margin, each of (the Discount Charge and the Acceptance Commission being calculated on the face amount of each Draft so accepted for the actual number of days in the period from the date thereof to the date of its maturity and on the basis of a year of 360 days). Not later than 1:00 3:00 p.m. (Minneapolis New York time) on the Drawing Date, the Administrative Agent shall make the amount of the proceeds of the discount of each Draft so accepted and discounted available to the Company. On the Drawing Date of such Acceptance, the Administrative Agent shall remit to each Bank such Bank's Pro Rata Share of the Acceptance Commission applicable to such AcceptanceBorrower. Notwithstanding the foregoing, the Administrative Agent shall not be obligated to create or discount Acceptances hereunder if such Acceptance would not be eligible for discount at a Federal Reserve Bank under applicable rules or regulations, would not meet the requirements of paragraph 7 of Section 13 of the Federal Reserve Act, as amended, or any liability of the Administrative Agent that would arise from the creation of such Acceptance would constitute a deposit for which the Administrative Agent would be required to maintain reserves under Regulation D of the Federal Reserve Board as from time to time in effect. The Company Borrower acknowledges that the Administrative Agent's decision to accept and discount any Draft offered for acceptance and discount hereunder will be made in reliance upon the truth of the representations made by the Company Borrower in the related Notice of Drawing establishing the eligibility for discount of any such Acceptance. The Company Borrower will indemnify and save the Administrative Agent and each Acceptance Participant harmless from any loss or liability incurred by the Administrative Agent and such Acceptance Participants if any Acceptances are determined to be ineligible for discount or subject to reserves by reason of any misrepresentation made by the CompanyBorrower.