Acceptance Drafts. (a) Upon the terms and conditions hereof, the ----------------- Borrower may, from time to time from the date hereof until the Termination Date, request the Banks to accept drafts in the form of Exhibit B (each an "Acceptance Draft" and, collectively, the "Acceptance Drafts"), at the Borrower's election. (b) The Borrower shall give the Agent telephonic notice (immediately confirmed in writing) of its request that the Agent accept such Acceptance Draft no later than 1:00 p.m. (Philadelphia time) on the same day of such request (the "Acceptance Date"). Such notice shall contain the aggregate face amount (which shall be in minimum aggregate principal amounts of $1,000,000 and in integral multiples of $100,000 in excess thereof) and maturity date of such Acceptance Draft, which maturity date shall not be later than the earlier of (a) 30, 60, 90 or 120 days after the Acceptance Date of such Acceptance Draft, as the Borrower shall designate, and (b) the Termination Date. Such notices also shall describe the underlying goods and indicate their origin and destination points or provide other evidence of the underlying transaction in form and substance as may be acceptable to the Agent to permit it to accurately complete the appropriate eligibility legend (i.e., "eligibility certificate") on the face of the Acceptance Draft. The Borrower shall promptly confirm such telephonic notices by telecopy and mailing an original signed notice. Each draft shall mature on a Business Day, which shall be at least thirty (30) days after the Acceptance Date. No Acceptance Draft shall be dated or accepted more than thirty (30) days before or more than thirty (30) days after the date of the shipment of goods to which it relates. The Borrower hereby irrevocably authorizes the Agent to complete its Acceptance Draft in accordance with the instructions given pursuant to this Section 2.21. Any pre-signed drafts held by the Agent for completion shall not be affected by the departure of the signer as an authorized signatory of the Borrower, which drafts shall nevertheless remain valid and binding upon the Borrower for all purposes as if the signer's authority had continued in effect. (Such completion and presentment, however, shall not obligate the Agent to accept any such Acceptance Draft.) (c) Upon receipt of such notices from the Borrower, the Agent shall promptly notify each Bank of (i) its pro rata (based on its Revolving Credit Commitment) share of such Acceptance Draft, (ii) the maturity date of such Acceptance Draft and (iii) the discount rate and commission applicable to such Acceptance Draft. The Agent may decline to create any such Acceptance Draft if the Agent is not then providing such financing to its middle market customers with credit standings similar to the Borrower's. (d) The Agent in its discretion at any time or from time to time may sell, rediscount or otherwise dispose of any Acceptance Draft without any notice or credit to or consent from the Borrower or any other Bank. (e) Each Acceptance Draft shall relate to one or more specific transactions involving the importation or exportation of goods or the domestic shipment of goods within the United States. The goods relating to each Acceptance Draft shall have a c.i.f. value equaling or exceeding the amount of the Acceptance Draft, shall be of good and merchantable quality, shall be fully insured in accordance with prudent industry practice and shall not be the subject of any security interest granted by the Borrower or any Subsidiary. No other source shall have financed the transaction underlying the Acceptance Draft. The Borrower shall have procured all import, export and other licenses essential to the underlying transaction and shall have complied with all applicable laws pertaining to the underlying goods and transaction. Each Acceptance Draft shall qualify (upon acceptance) in all respects with the requirements for eligibility for discount of the Federal Reserve Banks of the United States. With regard to each Acceptance Draft presented, the Borrower represents and warrants to the Agent and the Banks that, as of the date of presentment, the Acceptance Draft and underlying goods and transaction conform to the requirements of this subsection, and the Borrower covenants and agrees that they will continue to conform to those requirements for so long as the Acceptance Draft is outstanding.
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Acceptance Drafts. (a) Upon the terms and conditions hereof, the ----------------- Borrower may, from time to time from the date hereof until the Termination Date, request the Banks to accept drafts in the form of Exhibit B (each an "Acceptance Draft" and, collectively, the "Acceptance Drafts"), at the Borrower's election.
(b) The Borrower shall give the Agent telephonic notice (immediately confirmed in writing) of its request that the Agent accept such Acceptance Draft no later than 1:00 p.m. (Philadelphia time) on the same day of such request (the "Acceptance Date"). Such notice shall contain the aggregate face amount (which shall be in minimum aggregate principal amounts of $1,000,000 and in integral multiples of $100,000 in excess thereof) and maturity date of such Acceptance Draft, which maturity date shall not be later than the earlier of (a) 30, 60, 90 or 120 days after the Acceptance Date of such Acceptance Draft, as the Borrower shall designate, and (b) the Termination Date. Such notices also shall describe the underlying goods and indicate their origin and destination points or provide other evidence of the underlying transaction in form and substance as may be acceptable to the Agent to permit it to accurately complete the appropriate eligibility legend (i.e., "eligibility certificate") on the face of the Acceptance Draft. The Borrower shall promptly confirm such telephonic notices by telecopy and mailing an original signed notice. Each draft shall mature on a Business Day, which shall be at least thirty (30) days after the Acceptance Date. No Acceptance Draft shall be dated or accepted more than thirty (30) days before or more than thirty (30) days after the date of the shipment of goods to which it relates. The Borrower hereby irrevocably authorizes the Agent to complete its Acceptance Draft in accordance with the instructions given pursuant to this Section 2.21. Any pre-signed drafts held by the Agent for completion shall not be affected by the departure of the signer as an authorized signatory of the Borrower, which drafts shall nevertheless remain valid and binding upon the Borrower for all purposes as if the signer's authority had continued in effect. (Such completion and presentment, however, shall not obligate the Agent to accept any such Acceptance Draft.)
(c) Upon receipt of such notices from the Borrower, the Agent shall promptly notify each Bank of (i) its pro rata (based on its Revolving Credit Commitment) share of such Acceptance Draft, (ii) the maturity date of such Acceptance Draft and (iii) the discount rate and commission applicable to such Acceptance Draft. The Agent may decline to create any such Acceptance Draft if the Agent is not then providing such financing to its middle market customers with credit standings similar to the Borrower's.
(d) The Agent in its discretion at any time or from time to time may sell, rediscount or otherwise dispose of any Acceptance Draft without any notice or credit to or consent from the Borrower or any other Bank.
(e) Each Acceptance Draft shall relate to one or more specific transactions involving the importation or exportation of goods or the domestic shipment of goods within the United States. The goods relating to each Acceptance Draft shall have a c.i.f. value equaling or exceeding the amount of the Acceptance Draft, shall be of good and merchantable quality, shall be fully insured in accordance with prudent industry practice and shall not be the subject of any security interest granted by the Borrower or any Subsidiary. No other source shall have financed the transaction underlying the Acceptance Draft. The Borrower shall have procured all import, export and other licenses essential to the underlying transaction and shall have complied with all applicable laws pertaining to the underlying goods and transaction. Each Acceptance Draft shall qualify (upon acceptance) in all respects with the requirements for eligibility for discount of the Federal Reserve Banks of the United States. With regard to each Acceptance Draft presented, the Borrower represents and warrants to the Agent and the Banks that, as of the date of presentment, the Acceptance Draft and underlying goods and transaction conform to the requirements of this subsection, and the Borrower covenants and agrees that they will continue to conform to those requirements for so long as the Acceptance Draft is outstanding.,
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Acceptance Drafts. (a) Upon the terms and conditions hereof, the ----------------- Borrower may, from time to time from the date hereof until the Revolving Credit Termination Date, request the Banks Lenders to accept drafts in the form of Exhibit B D (each an "Acceptance Draft" and, collectively, the "Acceptance Drafts"), at the Borrower's election, provided that the face amount of any Acceptance Draft that the Borrower may request the Agent to create shall not exceed the Availability outstanding at such time.
(b) The Borrower shall give the Agent telephonic notice (immediately confirmed in writing) of its request that the Agent accept such Acceptance Draft no later than 1:00 p.m. (Philadelphia New York City time) on the same day of such request (the "Acceptance Date"). Such notice shall contain the aggregate face amount (which shall be in minimum aggregate principal amounts of $1,000,000 and in integral multiples of $100,000 in excess thereof) and maturity date of such Acceptance Draft, which maturity date shall not be later than the earlier of (a) 30, 60, 90 or 120 days after the Acceptance Date of such Acceptance Draft, as the Borrower shall designate, and (b) the Revolving Credit Termination Date. Such notices also shall describe the underlying goods and indicate their origin and destination points or provide other evidence of the underlying transaction in form and substance as may be acceptable to the Agent (it being understood that the form of notice attached hereto as Exhibit H is acceptable to the Agent) to permit it to accurately complete the appropriate eligibility legend (i.e., "eligibility certificate") on the face of the Acceptance Draft. The Borrower shall promptly confirm such telephonic notices by telecopy and mailing an original signed notice. Each draft shall mature on a Business Day, which shall be at least thirty (30) 30 days after the Acceptance Date. No Acceptance Draft shall be dated or accepted more than thirty (30) 30 days before or more than thirty (30) 30 days after the date of the shipment of goods to which it relates. The Borrower hereby irrevocably authorizes the Agent to complete its Acceptance Draft in accordance with the instructions given pursuant to this Section 2.213.07. Any pre-signed drafts held by the Agent for completion shall not be affected by the departure of the signer as an authorized signatory of the Borrower, which drafts shall nevertheless remain valid and binding upon the Borrower for all purposes as if the signer's authority had continued in effect. (Such completion and presentment, however, shall not obligate the Agent to accept any such Acceptance Draft.)
(c) Upon receipt of such notices from the Borrower, the Agent shall promptly notify each Bank Lender of (i) its pro rata (based on its Revolving Credit Commitment) share of such Acceptance Draft, (ii) the maturity date of such Acceptance Draft and (iii) the discount rate Discount Rate and commission applicable to such Acceptance Draft, which shall be computed in accordance with Section 3.08 hereof. The Agent may decline to create any such Acceptance Draft if the Agent is not then providing such financing to its middle market customers with credit standings similar to the Borrower's.
(d) The Agent in its discretion at any time or from time to time may sell, rediscount or otherwise dispose of any Acceptance Draft without any notice or credit to or consent from the Borrower or any other BankLender.
(e) Each Acceptance Draft shall relate to one or more specific transactions involving the importation or exportation of goods or the domestic shipment of goods within the United States. The goods relating to each Acceptance Draft shall have a c.i.f. value equaling or exceeding the amount of the Acceptance Draft, shall be of good and merchantable quality, shall be fully insured in accordance with prudent industry practice and shall not be the subject of any security interest granted by the Borrower or any Subsidiarysubsidiary. No other source shall have financed the transaction underlying the Acceptance Draft. The Borrower shall have procured all import, export and other licenses essential to the underlying transaction and shall have complied with all applicable laws pertaining to the underlying goods and transaction. Each Acceptance Draft shall qualify (upon acceptance) in all respects with the requirements for eligibility for discount of the Federal Reserve Banks of the United States. With regard to each Acceptance Draft presented, the Borrower represents and warrants to the Agent and the Banks Lenders that, as of the date of presentment, the Acceptance Draft and underlying goods and transaction transaction. conform to the requirements of this subsection, and the Borrower covenants and agrees that they will continue to conform to those requirements for so long as the the. Acceptance Draft is outstanding.
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Acceptance Drafts. (a) Upon the terms and ----------------- conditions hereof, the ----------------- Borrower may, from time to time from the date hereof until the Revolving Credit Termination Date, request the Banks Lenders to accept drafts in the form of Exhibit B D (each an "Acceptance Draft" and, --------- collectively, the "Acceptance Drafts"), at the Borrower's election, provided that the face amount of any Acceptance Draft that the Borrower may request the Agent to create shall not exceed the Availability outstanding at such time.
(b) The Borrower shall give the Agent telephonic notice (immediately confirmed in writing) of its request that the Agent accept such Acceptance Draft no later than 1:00 p.m. (Philadelphia New York City time) on the same day of such request (the "Acceptance Date"). Such notice shall contain the aggregate face amount (which shall be in minimum aggregate principal amounts of $1,000,000 and in integral multiples of $100,000 250,000 in excess thereof) and maturity date of such Acceptance Draft, which maturity date shall not be later than the earlier of (a) 30, 60, 90 or 120 days after the Acceptance Date of such Acceptance Draft, as the Borrower shall designate, and (b) the Revolving Credit Termination Date. Such notices also shall describe the underlying goods and indicate their origin and destination points or provide other evidence of the underlying transaction in form and substance as may be acceptable to the Agent (it being understood that the form of notice attached hereto as Exhibit H is --------- acceptable to the Agent) to permit it to accurately complete the appropriate eligibility legend (i.e., "eligibility certificate") on the face of the Acceptance Draft. The Borrower shall promptly confirm such telephonic notices by telecopy and mailing an original signed notice. Each draft shall mature on a Business Day, which shall be at least thirty (30) 30 days after the Acceptance Date. No Acceptance Draft shall be dated or accepted more than thirty (30) 30 days before or more than thirty (30) 30 days after the date of the shipment of goods to which it relates. The Borrower hereby irrevocably authorizes the Agent to complete its Acceptance Draft in accordance with the instructions given pursuant to this Section 2.213.07. Any pre-signed drafts held by the Agent for completion shall not be affected by the departure of the signer as an authorized signatory of the Borrower, which drafts shall nevertheless remain valid and binding upon the Borrower for all purposes as if the signer's authority had continued in effect. (Such completion and presentment, however, shall not obligate the Agent to accept any such Acceptance Draft.)
(c) Upon receipt of such notices from the Borrower, the Agent shall promptly notify each Bank Lender of (i) its pro rata (based on its Revolving Credit Commitment) share of such Acceptance Draft, (ii) the maturity date of such Acceptance Draft and (iii) the discount rate Discount Rate and commission applicable to such Acceptance Draft, which shall be computed in accordance with Section 3.08 hereof. The Agent may decline to create any such Acceptance Draft if the Agent is not then providing such financing to its middle market customers with credit standings similar to the Borrower's.
(d) The Agent in its discretion at any time or from time to time may sell, rediscount or otherwise dispose of any Acceptance Draft without any notice or credit to or consent from the Borrower or any other BankLender.
(e) Each Acceptance Draft shall relate to one or more specific transactions involving the importation or exportation of goods or the domestic shipment of goods within the United States. The goods relating to each Acceptance Draft shall have a c.i.f. value equaling equalling or exceeding the amount of the Acceptance Draft, shall be of good and merchantable quality, shall be fully insured in accordance with prudent industry practice and shall not be the subject of any security interest granted by the Borrower or any Subsidiarysubsidiary. No other source shall have financed the transaction underlying the Acceptance Draft. The Borrower shall have procured all import, export and other licenses essential to the underlying transaction and shall have complied with all applicable laws pertaining to the underlying goods and transaction. Each Acceptance Draft shall qualify (upon acceptance) in all respects with the requirements for eligibility for discount of the Federal Reserve Banks of the United States. With regard to each Acceptance Draft presented, the Borrower represents and warrants to the Agent and the Banks Lenders that, as of 44 the date of presentment, the Acceptance Draft and underlying goods and transaction conform to the requirements of this subsection, and the Borrower covenants and agrees that they will continue to conform to those requirements for so long as the Acceptance Draft is outstanding.
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Acceptance Drafts. (a) Upon the terms and conditions hereof, the ----------------- Borrower may, from time to time from the date hereof until the Termination Date, request the Banks Administrative Agent to accept drafts in the form of Exhibit B (each an "Acceptance Draft" and, collectively, the "Acceptance Drafts"), at the Borrower's election.
(b) The Borrower shall give the Administrative Agent telephonic notice (immediately confirmed in writing) of its request that the Administrative Agent accept such Acceptance Draft no later than 1:00 p.m. (Philadelphia time) on the same day of such request (the "Acceptance Date"). Such notice shall contain the aggregate face amount (which shall be in minimum aggregate principal amounts of $1,000,000 and in integral multiples of $100,000 in excess thereof) and maturity date of such Acceptance Draft, which maturity date shall not be later than the earlier of (a) 30, 60, 90 or 120 days after the Acceptance Date of such Acceptance Draft, as the Borrower shall designate, and (b) the Termination Date. Such notices also shall describe the underlying goods and indicate their origin and destination points or provide other evidence of the underlying transaction in form and substance as may be acceptable to the Administrative Agent to permit it to accurately complete the appropriate eligibility legend (i.e., "eligibility certificate") on the face of the Acceptance Draft. The Borrower shall promptly confirm such telephonic notices by telecopy and mailing an original signed notice. Each draft shall mature on a Business Day, which shall be at least thirty (30) days after the Acceptance Date. No Acceptance Draft shall be dated or accepted more than thirty (30) days before or more than thirty (30) days after the date of the shipment of goods to which it relates. The Borrower hereby irrevocably authorizes the Administrative Agent to complete its Acceptance Draft in accordance with the instructions given pursuant to this Section 2.21. Any pre-signed drafts held by the Administrative Agent for completion shall not be affected by the departure of the signer as an authorized signatory of the Borrower, which drafts shall nevertheless remain valid and binding upon the Borrower for all purposes as if the signer's authority had continued in effect. (Such completion and presentment, however, shall not obligate the Administrative Agent to accept any such Acceptance Draft.)
(c) Upon receipt of such notices from the Borrower, the Administrative Agent shall promptly notify each Bank Lender of (i) its pro rata (based on its Revolving Credit Commitment) share of such Acceptance Draft, (ii) the maturity date of such Acceptance Draft and (iii) the discount rate and commission applicable to such Acceptance Draft. The Administrative Agent may decline to create any such Acceptance Draft if the Administrative Agent is not then providing such financing to its middle market customers with credit standings similar to the Borrower's.
(d) The Administrative Agent in its discretion at any time or from time to time may sell, rediscount or otherwise dispose of any Acceptance Draft without any notice or credit to or consent from the Borrower or any other BankLender.
(e) Each Acceptance Draft shall relate to one or more specific transactions involving the importation or exportation of goods or the domestic shipment of goods within the United States. The goods relating to each Acceptance Draft shall have a c.i.f. value equaling or exceeding the amount of the Acceptance Draft, shall be of good and merchantable quality, shall be fully insured in accordance with prudent industry practice and shall not be the subject of any security interest granted by the Borrower or any Subsidiary. No other source shall have financed the transaction underlying the Acceptance Draft. The Borrower shall have procured all import, export and other licenses essential to the underlying transaction and shall have complied with all applicable laws pertaining to the underlying goods and transaction. Each Acceptance Draft shall qualify (upon acceptance) in all respects with the requirements for eligibility for discount of the Federal Reserve Banks Lenders of the United States. With regard to each Acceptance Draft presented, the Borrower represents and warrants to the Administrative Agent and the Banks Lenders that, as of the date of presentment, the Acceptance Draft and underlying goods and transaction conform to the requirements of this subsection, and the Borrower covenants and agrees that they will continue to conform to those requirements for so long as the Acceptance Draft is outstanding.
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Acceptance Drafts. (a) Upon the terms and conditions hereof, the ----------------- Borrower may, from time to time from during the date hereof until the Termination DateCommitment Period, request the Banks Issuing Lender to accept drafts in the form of Exhibit B (each an "Acceptance Draft" and, collectively, the "Acceptance Drafts"), at the Borrower's election.
(b) The Borrower shall give the Agent Issuing Lender telephonic notice (immediately confirmed in writing) of its request that the Agent Issuing Lender accept such Acceptance Draft no later than 1:00 p.m. (Philadelphia time) on the same day of such request (the "Acceptance Date"). Such notice shall contain the aggregate face amount (which shall be in minimum aggregate principal amounts of $1,000,000 and in integral multiples of $100,000 in excess thereof) and maturity date of such Acceptance Draft, which maturity date shall not be later than the earlier of (a) 30, 60, 90 or 120 days after the Acceptance Date of such Acceptance Draft, as the Borrower shall designate, and (b) the Termination Date. Such notices also shall describe the underlying goods and indicate their origin and destination points or provide other evidence of the underlying transaction in form and substance as may be acceptable to the Agent Issuing Lender to permit it to accurately complete the appropriate eligibility legend (i.e., "eligibility certificate") on the face of the relevant Acceptance Draft. The Borrower shall promptly confirm such telephonic notices by telecopy and mailing an original signed notice. Each draft shall mature on a Business Day, which shall be at least thirty (30) days after the related Acceptance Date. No Acceptance Draft shall be dated or accepted more than thirty (30) days before or more than thirty (30) days after the date of the shipment of goods to which it relates. The Borrower hereby irrevocably authorizes the Agent Issuing Lender to complete its Acceptance Draft in accordance with the instructions given pursuant to this Section 2.21. Any pre-pre- signed drafts held by the Agent Issuing Lender for completion shall not be affected by the departure of the signer as an authorized signatory of the Borrower, which drafts shall nevertheless remain valid and binding upon the Borrower for all purposes as if the signer's authority had continued in effect. (Such completion and presentment, however, shall not obligate the Agent Issuing Lender to accept any such Acceptance Draft.)
(c) Upon receipt of such notices from the Borrower, the Issuing Lender shall promptly notify the Administrative Agent which shall promptly notify each Bank Lender of (i) its pro rata (based on its Revolving Credit Commitment) share of such Acceptance Draft, (ii) the maturity date of such Acceptance Draft and (iii) the discount rate and commission applicable to such Acceptance Draft. The Agent Issuing Lender may decline to create any such Acceptance Draft if the Agent Issuing Lender is not then providing such financing to its middle market customers with credit standings similar to the Borrower's.
(d) The Agent in its discretion at any time or from time to time may sell, rediscount or otherwise dispose of any Acceptance Draft without any notice or credit to or consent from the Borrower or any other Bank.
(e) Each Acceptance Draft shall relate to one or more specific transactions involving the importation or exportation of goods or the domestic shipment of goods within the United States. The goods relating to each Acceptance Draft shall have a c.i.f. value equaling or exceeding the amount of the such Acceptance Draft, shall be of good and merchantable quality, shall be fully insured in accordance with prudent industry practice and shall not be the subject of any security interest granted by the Borrower or any Subsidiary. No other source shall have financed the transaction underlying the any Acceptance Draft. The Borrower shall have procured procure, prior to creation of any Acceptance Draft, all import, export and other licenses essential to the underlying transaction and shall have complied with all applicable laws pertaining to the underlying goods and transaction. Each Acceptance Draft shall qualify (upon acceptance) in all respects with the requirements for eligibility for discount of the Federal Reserve Banks of the United States. With regard to each Acceptance Draft presented, the Borrower represents and warrants to the Issuing Lender, the Administrative Agent and the Banks Lenders that, as of the date of presentment, the such Acceptance Draft and underlying goods and transaction conform to the requirements of this subsection, and the Borrower covenants and agrees that they will continue to conform to those requirements for so long as the such Acceptance Draft is outstanding.
(e) The Borrower represents and warrants that, with respect to each Acceptance Draft which the Borrower shall request the Issuing Lender to accept and discount, (i) such Acceptance Draft will grow out of one or more transactions involving the importation, exportation or domestic shipment of goods, (ii) prior to any request that such Acceptance Draft be accepted and discounted, the Borrower shall have entered into a contract or contracts specifically providing for the transaction or transactions to which such Acceptance Draft relates having an aggregate value not less than the face amount of such Acceptance Draft, (iii) completion of the transaction or transactions to which such Acceptance Draft relates will be scheduled to occur on or before the maturity date of such Acceptance Draft, (iv) the maturity of such Acceptance Draft will be consistent with the period usually and reasonably necessary to finance transactions similar to the transaction or transactions to which such Acceptance Draft relates, but in no case shall such period be longer than 120 days, (v) the proceeds of such Acceptance Draft shall be used solely to complete the transaction or transactions to which such Acceptance Draft relates, and the proceeds of such transaction or transactions shall be used to liquidate the credit created by the acceptance and discounting of such Acceptance Draft, (vi) the Borrower will not have outstanding any other financing of the transaction or transactions to which such Acceptance Draft relates except under this Agreement, (vii) the Borrower will be either (1) the importer or exporter of the goods, the importation or exportation of which is being financed by such Acceptance Draft or (2) the buyer or seller of the goods, the domestic shipment of which is being financed by such Acceptance Draft, and (viii) such Acceptance Draft will be eligible for discount under the Federal Reserve Act.
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