LOANS SHALL NOT EXCEED THE TOTAL COMMITMENTS.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR TO THE
CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE 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) AND (II) THE DATE THAT IS
FIVE BUSINESS DAYS PRIOR TO THE MATURITY DATE (THE "LETTER OF CREDIT EXPIRATION
DATE").
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER OF CREDIT (OR AN AMENDMENT TO
A LETTER OF CREDIT INCREASING THE AMOUNT THEREOF) AND WITHOUT ANY FURTHER ACTION
ON THE PART OF THE APPLICABLE ISSUING BANK OR THE LENDERS, THE ISSUING BANK IN
RESPECT OF SUCH LETTER OF CREDIT HEREBY GRANTS TO EACH LENDER, AND EACH LENDER
HEREBY ACQUIRES FROM SUCH ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT
EQUAL TO SUCH LENDER'S APPLICABLE PERCENTAGE OF THE AGGREGATE AMOUNT AVAILABLE
TO BE DRAWN UNDER SUCH LETTER OF CREDIT.
IN CONSIDERATION AND IN FURTHERANCE OF
THE FOREGOING, EACH LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY
TO THE PAYING AGENT, FOR THE ACCOUNT OF THE APPLICABLE ISSUING BANK, SUCH
LENDER'S APPLICABLE PERCENTAGE OF EACH LC DISBURSEMENT MADE BY SUCH ISSUING BANK
AND NOT REIMBURSED BY THE BORROWER ON THE DATE DUE AS PROVIDED IN PARAGRAPH (E)
OF THIS SECTION, OR OF ANY REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO THE
BORROWER FOR ANY REASON (SUBJECT TO SECTION 2.05(M), IN THE CASE OF ALTERNATE
CURRENCY LETTERS OF CREDIT).
EACH LENDER ACKNOWLEDGES AND AGREES THAT ITS
OBLIGATION TO ACQUIRE PARTICIPATIONS PURSUANT TO THIS PARAGRAPH IN RESPECT OF
LETTERS OF CREDIT IS ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCE WHATSOEVER, INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY
LETTER OF CREDIT, THE OCCURRENCE AND CONTINUANCE OF A DEFAULT, THE REDUCTION OR
TERMINATION OF THE COMMITMENTS OR ANY FORCE MAJEURE OR OTHER EVENT THAT UNDER
ANY RULE OF LAW OR UNIFORM PRACTICES TO WHICH ANY LETTER OF CREDIT IS SUBJECT
(INCLUDING SECTION 3.14 OF ISP 98 OR ANY SUCCESSOR PUBLICATION OF THE
INTERNATIONAL CHAMBER OF COMMERCE) PERMITS A DRAWING TO BE MADE UNDER SUCH
LETTER OF CREDIT AFTER THE EXPIRATION THEREOF OR OF THE COMMITMENTS, AND THAT
EACH SUCH PAYMENT SHALL BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR
REDUCTION WHATSOEVER.
ON THE EFFECTIVE DATE AND WITHOUT ANY FURTHER ACTION BY
ANY PARTY HERETO, EACH ISSUING BANK THAT HAS ISSUED AN EXISTING LETTER OF CREDIT
SHALL BE DEEMED TO HAVE GRANTED TO EACH LENDER, AND EACH LENDER SHALL BE DEEMED
TO HAVE ACQUIRED FROM SUCH ISSUING BANK, A PARTICIPATION IN EACH SUCH EXISTING
LETTER OF CREDIT IN ACCORDANCE WITH THE FOREGOING PROVISIONS OF THIS
PARAGRAPH (D).
(E)
REIMBURSEMENT.
IF AN ISSUING BANK SHALL MAKE ANY LC DISBURSEMENT IN
RESPECT OF A LETTER OF CREDIT, THE BORROWER SHALL REIMBURSE SUCH LC DISBURSEMENT
BY PAYING TO THE PAYING AGENT AN AMOUNT EQUAL TO SUCH LC DISBURSEMENT NOT LATER
THAN 12:00 NOON, NEW