BE RETURNED, SUCH LENDER
SHALL PROMPTLY RETURN TO THE ISSUER ANY PORTION THEREOF PREVIOUSLY TRANSFERRED
BY THE ISSUER TO SUCH LENDER, BUT WITHOUT INTEREST TO THE EXTENT THAT INTEREST
IS NOT PAYABLE BY THE ISSUER IN CONNECTION THEREWITH.
(E)
ALL PAYMENTS IN RESPECT OF REIMBURSEMENT OBLIGATIONS SHALL BE IN
DOLLARS AT THE ISSUER'S SELLING RATE FOR CABLE TRANSFERS TO THE PLACE OF PAYMENT
OF THE LETTER OF CREDIT CURRENT ON THE DATE OF PAYMENT OR OF THE ISSUER'S
SETTLEMENT OF ITS OBLIGATION, AS THE ISSUER MAY REQUIRE OR, AT THE ISSUER'S
ELECTION, IN THE CURRENCY IN WHICH THE ISSUER WAS REQUIRED TO PAY SUCH LETTER OF
CREDIT.
IF, FOR ANY CAUSE, ON THE DATE OF PAYMENT OR SETTLEMENT, AS THE CASE
MAY BE, THERE IS NO SELLING RATE OR OTHER RATE OF EXCHANGE GENERALLY CURRENT IN
CHICAGO FOR EFFECTING SUCH TRANSFERS, THE BORROWER WILL PAY THE ISSUER ON DEMAND
AN AMOUNT IN DOLLARS EQUIVALENT TO THE ISSUER'S ACTUAL COST OF SETTLEMENT ON ITS
OBLIGATION HOWEVER OR WHENEVER THE ISSUER SHALL MAKE SUCH SETTLEMENT, WITH
INTEREST AT THE ALTERNATE BASE RATE FROM THE DATE OF SETTLEMENT TO THE DATE OF
PAYMENT.
3.5
PROCEDURE FOR ISSUANCE.
PRIOR TO THE ISSUANCE OF EACH NEW LETTER OF
CREDIT, AND AS A CONDITION OF SUCH ISSUANCE, THE BORROWER SHALL DELIVER TO THE
ISSUER (WITH A COPY TO THE AGENT) A REIMBURSEMENT AGREEMENT SIGNED BY THE
BORROWER, TOGETHER WITH SUCH OTHER DOCUMENTS OR ITEMS AS MAY BE REQUIRED
PURSUANT TO THE TERMS THEREOF, AND THE PROPOSED FORM AND CONTENT OF SUCH LETTER
OF CREDIT SHALL BE REASONABLY SATISFACTORY TO THE ISSUER.
EACH LETTER OF CREDIT
SHALL BE ISSUED NO EARLIER THAN TWO (2) BUSINESS DAYS AFTER DELIVERY OF THE
FOREGOING DOCUMENTS, WHICH DELIVERY MAY BE BY THE BORROWER TO THE ISSUER BY
TELECOPY, TELEX OR OTHER ELECTRONIC MEANS FOLLOWED BY DELIVERY OF EXECUTED
ORIGINALS WITHIN FIVE (5) DAYS THEREAFTER.
THE DOCUMENTS SO DELIVERED SHALL BE
IN COMPLIANCE WITH THE REQUIREMENTS SET FORTH IN SECTION 3.1(B), AND SHALL
SPECIFY THEREIN (A) THE STATED AMOUNT OF THE LETTER OF CREDIT REQUESTED, (B) THE
EFFECTIVE DATE OF ISSUANCE OF SUCH REQUESTED LETTER OF CREDIT, WHICH SHALL BE A
BUSINESS DAY, (C) THE DATE ON WHICH SUCH REQUESTED LETTER OF CREDIT IS TO
EXPIRE, WHICH SHALL BE NO LATER THAN FOUR YEARS FROM THE DATE OF ISSUANCE OF
SUCH LETTER OF CREDIT OR IN THE CASE OF A LLOYD'S LETTER OF CREDIT, FOUR YEARS
FROM NOTICE OF EXPIRY FROM THE ISSUER TO THE BORROWER AND THE BENEFICIARY OF
SUCH LETTER OF CREDIT, (D) WHETHER THE LETTER OF CREDIT IS TO BE DENOMINATED IN
DOLLARS OR POUNDS, AND (E) THE AGGREGATE AMOUNT OF LETTER OF CREDIT OBLIGATIONS
WHICH ARE OUTSTANDING AND WHICH WILL BE OUTSTANDING AFTER GIVING EFFECT TO THE
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REQUESTED LETTER OF CREDIT ISSUANCE.
THE DELIVERY OF THE FOREGOING DOCUMENTS
AND INFORMATION SHALL CONSTITUTE AN "ISSUANCE REQUEST" FOR PURPOSES OF THIS
AGREEMENT.
SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 3.1 AND PROVIDED THAT
THE APPLICABLE CONDITIONS SET