MAY
> TAKE INTO ACCOUNT ANY OF THE FOLLOWING FACTORS:
>
> > (I)
THOSE INCLUDED IN, OR TESTED BY, THE DEFINITIONS OF
> > "ELIGIBLE INVENTORY", "ELIGIBLE L/C INVENTORY", "RETAIL," AND "COST", OR ANY
> > TERMS SUBSUMED WITH THOSE TERMS;
> >
> > (II)
CHANGES TO THE CURRENT FINANCIAL AND BUSINESS CLIMATE OF
> > THE INDUSTRY IN WHICH THE BORROWERS COMPETE (HAVING REGARD FOR THE
> > BORROWERS' POSITION IN THAT INDUSTRY);
> >
> > (III)
CHANGES TO MACROECONOMIC CONDITIONS WHICH HAVE A
> > MATERIAL EFFECT ON THE BORROWERS' COST STRUCTURE;
> >
> > (IV)
MATERIAL CHANGES IN OR TO THE MIX OF THE BORROWERS'
> > INVENTORY;
> >
> > (V)
CHANGES REFLECTING SEASONALITY WITH RESPECT TO THE
> > BORROWERS' INVENTORY AND PATTERNS OF RETAIL SALES; AND
> >
> > (VI)
CHANGES IN SUCH OTHER FACTORS AS THE AGENT AND LENDERS
> > DETERMINE AS HAVING A MATERIAL BEARING ON CREDIT RISKS ASSOCIATED WITH THE
> > PROVIDING OF LOANS AND FINANCIAL ACCOMMODATIONS TO THE BORROWERS.
>
>
> (C)
THE BURDEN OF ESTABLISHING THE FAILURE OF THE AGENT OR THE LENDERS TO
> HAVE ACTED IN A REASONABLE MANNER IN SUCH PERSON'S EXERCISE OF DISCRETION
> SHALL BE THE BORROWERS' AND MAY BE MET ONLY BY CLEAR AND CONVINCING EVIDENCE.
2.18
PROCEDURES FOR ISSUANCE OF L/C'S.
> (A)
THE LEAD BORROWER MAY REQUEST THAT THE AGENT CAUSE THE ISSUANCE OF
> L/C'S FOR THE ACCOUNT OF THE BORROWER.
EACH SUCH REQUEST SHALL BE IN SUCH
> MANNER AS MAY FROM TIME TO TIME BE ACCEPTABLE TO THE AGENT.
>
>
> (B)
THE AGENT WILL ENDEAVOR TO CAUSE THE ISSUANCE OF ANY L/C SO REQUESTED BY
> THE LEAD BORROWER, PROVIDED THAT, AT THE TIME THAT THE REQUEST IS MADE, THE
> REVOLVING CREDIT HAS NOT BEEN SUSPENDED AS PROVIDED IN SECTION 2.5(H) AND IF
> SO ISSUED:
>
> > (I)
THE AGGREGATE STATED AMOUNT OF ALL L/C'S THEN
> > OUTSTANDING (GIVING EFFECT TO THE L/C WHOSE ISSUANCE IS REQUESTED), DOES NOT
> > EXCEED TWENTY MILLION DOLLARS ($20,000,000);
> >
> > (II)
THE EXPIRY OF THE REQUESTED L/C IS NOT LATER THAN THE
> > EARLIER OF THIRTY (30) DAYS PRIOR TO THE MATURITY DATE OR THE FOLLOWING:
> >
> > > (A)
FOR STANDBY L/C'S: ONE (1) YEAR FROM INITIAL ISSUANCE.
> > >
> > > (B)
FOR DOCUMENTARY L/C'S:
ONE HUNDRED TWENTY (120) DAYS
> > > FROM THE DATE OF ISSUANCE UNLESS EXCESS AVAILABILITY IS LESS THAN TWENTY
> > > SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($27,500,000) ON THE DATE OF
> > > ISSUANCE THEREOF IN WHICH EVENT, THE EXPIRY OF THE REQUESTED L/C SHALL NOT
> > > EXCEED SIXTY (60) DAYS FROM ISSUANCE UNLESS, IN EITHER EVENT, THE AGENT,
> > > IN ITS REASONABLE DISCRETION, AGREES TO A LONGER EXPIRY DATE; PROVIDED,
> > > HOWEVER, THAT REGARDLESS OF WHETHER A DOCUMENTARY L/C HAS