DATE.
(B)
GENERAL.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
THE BORROWER MAY REQUEST THE ISSUANCE OF LETTERS OF CREDIT FOR ITS OWN ACCOUNT
OR THOSE OF ANY SUBSIDIARIES OF THE BORROWER OR, SO LONG AS SUCH SUBSIDIARY WILL
NOT BECOME A SUBSIDIARY OF THE H GUARANTOR OR THE E GUARANTOR AFTER THE SPIN
DISTRIBUTION, THE GUARANTOR IN A FORM REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND, AT ANY TIME AND FROM TIME TO TIME DURING THE
18
AVAILABILITY PERIOD.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF ANY LETTER OF
CREDIT APPLICATION OR OTHER AGREEMENT SUBMITTED BY THE BORROWER TO, OR ENTERED
INTO BY THE BORROWER WITH, THE L/C ISSUER RELATING TO ANY LETTER OF CREDIT, THE
TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL.
(C)
NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN
CONDITIONS.
TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT (OR THE AMENDMENT,
RENEWAL OR EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), THE BORROWER SHALL
HAND DELIVER OR TELECOPY (OR TRANSMIT ELECTRONIC MAIL, ARRANGEMENTS FOR DOING SO
HAVE BEEN APPROVED BY THE L/C ISSUER) TO THE L/C ISSUER AND THE ADMINISTRATIVE
AGENT (AT LEAST TWO BUSINESS DAYS IN ADVANCE OF THE REQUESTED DATE OF ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION) A LETTER OF CREDIT APPLICATION REQUESTING THE
ISSUANCE OF A LETTER OF CREDIT, OR IDENTIFYING THE LETTER OF CREDIT TO BE
AMENDED, RENEWED OR EXTENDED, AND SPECIFYING THE DATE OF ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION (WHICH SHALL BE BUSINESS DAY), THE DATE ON WHICH SUCH
LETTER OF CREDIT IS TO EXPIRE (WHICH SHALL COMPLY WITH PARAGRAPH (D) OF THIS
SECTION), THE AMOUNT OF SUCH LETTER OF CREDIT, THE NAME AND ADDRESS OF THE
BENEFICIARY THEREOF AND SUCH OTHER INFORMATION AS SHALL BE NECESSARY TO PREPARE,
AMEND, RENEW OR EXTEND SUCH LETTER OF CREDIT.
A LETTER OF CREDIT SHALL BE
ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF (AND UPON ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION OF EACH LETTER OF CREDIT THE BORROWER SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT), AFTER GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION THE TOTAL CREDIT EXPOSURE SHALL NOT EXCEED THE TOTAL
COMMITMENTS.
(D)
EXPIRATION DATE; COLLATERAL.
(I)
EXPIRATION AND RENEWAL.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR
PRIOR TO THE CLOSE OF BUSINESS ON THE DATE THAT IS ONE YEAR AFTER THE DATE OF
THE ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR
EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION).
IF THE BORROWER
SO REQUESTS, THE L/C ISSUER MAY, WITH THE CONSENT OF ALL THE LENDERS, IN THEIR
SOLE AND ABSOLUTE DISCRETION, AGREE TO ISSUE A LETTER OF CREDIT THAT HAS
AUTOMATIC RENEWAL PROVISIONS (EACH, AN "AUTO-RENEWAL LETTER OF CREDIT");
PROVIDED THAT ANY SUCH AUTO-RENEWAL LETTER OF CREDIT MUST PERMIT THE L/C ISSUER
TO PREVENT ANY SUCH RENEWAL AT LEAST ONCE IN EACH ONE YEAR PERIOD (COMMENCING
WITH THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT)