IS TO EXPIRE (WHICH DATE SHALL BE
A BUSINESS DAY), THE PURPOSE FOR WHICH SUCH LETTER OF CREDIT ACCOMMODATION IS TO
BE ISSUED, AND THE BENEFICIARY OF THE REQUESTED LETTER OF CREDIT ACCOMMODATION.
IN NO EVENT SHALL THE EXPIRATION OR TERMINATION DATE OF ANY LETTER OF CREDIT
ACCOMMODATION BE ON OR AFTER FIVE (5) BUSINESS DAYS PRIOR TO THE MATURITY DATE.
THE BORROWER REQUESTING THE LETTER OF CREDIT ACCOMMODATION
SHALL ATTACH TO SUCH
NOTICE THE PROPOSED TERMS OF THE LETTER OF CREDIT ACCOMMODATION.
60
(D)
IN ADDITION TO BEING SUBJECT TO THE SATISFACTION OF THE APPLICABLE
CONDITIONS PRECEDENT CONTAINED IN SECTION 4 HEREOF AND THE OTHER TERMS AND
CONDITIONS CONTAINED HEREIN, NO LETTER OF CREDIT ACCOMMODATIONS SHALL BE
AVAILABLE UNLESS EACH OF THE FOLLOWING CONDITIONS PRECEDENT HAVE BEEN SATISFIED
IN A MANNER SATISFACTORY TO ADMINISTRATIVE AGENT:
(I) THE BORROWER REQUESTING
SUCH LETTER OF CREDIT ACCOMMODATION SHALL HAVE DELIVERED TO THE PROPOSED ISSUER
OF SUCH LETTER OF CREDIT ACCOMMODATION AT SUCH TIMES AND IN SUCH MANNER AS SUCH
PROPOSED ISSUER MAY REQUIRE, AN APPLICATION, IN FORM AND SUBSTANCE SATISFACTORY
TO SUCH PROPOSED ISSUER AND ADMINISTRATIVE AGENT, FOR THE ISSUANCE OF THE LETTER
OF CREDIT ACCOMMODATION AND SUCH OTHER DOCUMENTS AS MAY BE REQUIRED PURSUANT TO
THE TERMS THEREOF, AND THE FORM AND TERMS OF THE PROPOSED LETTER OF CREDIT
ACCOMMODATION SHALL BE SATISFACTORY TO ADMINISTRATIVE AGENT AND SUCH PROPOSED
ISSUER, (II) AS OF THE DATE OF ISSUANCE, NO ORDER OF ANY COURT, ARBITRATOR OR
OTHER GOVERNMENTAL AUTHORITY SHALL PURPORT BY ITS TERMS TO ENJOIN OR RESTRAIN
MONEY CENTER BANKS GENERALLY FROM ISSUING LETTERS OF CREDIT OF THE TYPE AND IN
THE AMOUNT OF THE PROPOSED LETTER OF CREDIT ACCOMMODATION, AND NO LAW, RULE OR
REGULATION APPLICABLE TO MONEY CENTER BANKS GENERALLY AND NO REQUEST OR
DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER MONEY CENTER BANKS GENERALLY SHALL PROHIBIT, OR
REQUEST THAT THE PROPOSED ISSUER OF SUCH LETTER OF CREDIT ACCOMMODATION REFRAIN
FROM, THE ISSUANCE OF LETTERS OF CREDIT GENERALLY OR THE ISSUANCE OF SUCH
LETTERS OF CREDIT ACCOMMODATION, AND (III) THE EXCESS AVAILABILITY, PRIOR TO
GIVING EFFECT TO ANY RESERVES WITH RESPECT TO SUCH LETTER OF CREDIT
ACCOMMODATIONS, ON THE DATE OF THE PROPOSED ISSUANCE OF ANY LETTER OF CREDIT
ACCOMMODATIONS, SHALL BE EQUAL TO OR GREATER THAN: (A) IF THE PROPOSED LETTER OF
CREDIT ACCOMMODATION IS FOR THE PURPOSE OF PURCHASING ELIGIBLE INVENTORY AND THE
DOCUMENTS OF TITLE WITH RESPECT THERETO ARE CONSIGNED TO THE ISSUER, THE SUM OF
(1) THE PERCENTAGE EQUAL TO ONE HUNDRED (100%) PERCENT MINUS THE THEN APPLICABLE
PERCENTAGE WITH RESPECT TO ELIGIBLE INVENTORY SET FORTH IN THE DEFINITION OF THE
TERM TRANCHE A BORROWING BASE MULTIPLIED BY THE VALUE OF SUCH ELIGIBLE
INVENTORY, PLUS (2) FREIGHT, TAXES, DUTY AND OTHER AMOUNTS WHICH ADMINISTRATIVE
AGENT ESTIMATES MUST BE PAID IN CONNECTION WITH SUCH INVENTORY UPON ARRIVAL AND
FOR DELIVERY TO ONE OF SUCH BORROWER'S LOCATIONS FOR ELIGIBLE INVENTORY WITHIN
THE UNITED STATES OF AMERICA AND (B)