IF SUCH
LENDER OR THE BORROWER, AS THE CASE MAY BE, HAS NOT IN FACT MADE SUCH PAYMENT TO
THE AGENT, THE RECIPIENT OF SUCH PAYMENT SHALL, ON DEMAND BY THE AGENT, REPAY TO
THE AGENT THE AMOUNT SO MADE AVAILABLE TOGETHER WITH INTEREST THEREON IN RESPECT
OF EACH DAY DURING THE PERIOD COMMENCING ON THE DATE SUCH AMOUNT WAS SO MADE
AVAILABLE BY THE AGENT UNTIL THE DATE THE AGENT RECOVERS SUCH AMOUNT AT A RATE
PER ANNUM EQUAL TO (I) IN THE CASE OF PAYMENT BY A LENDER, THE FEDERAL FUNDS
EFFECTIVE RATE FOR SUCH DAY FOR THE FIRST THREE DAYS AND, THEREAFTER, THE
INTEREST RATE APPLICABLE TO THE RELEVANT REVOLVING CREDIT LOAN OR (II) IN THE
CASE OF PAYMENT BY THE BORROWER, THE INTEREST RATE APPLICABLE TO THE RELEVANT
REVOLVING CREDIT LOAN.
ARTICLE III
THE LETTER OF CREDIT FACILITY
3.1
ISSUANCE OF LETTERS OF CREDIT.
(A)
FROM AND AFTER THE
DATE HEREOF TO BUT EXCLUDING THE LETTER OF CREDIT AVAILABILITY TERMINATION DATE,
THE ISSUER AGREES, UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, TO
ISSUE AT THE REQUEST AND FOR THE ACCOUNT OF THE BORROWER, ONE OR MORE LETTERS OF
CREDIT FOR THE ACCOUNT OF THE BORROWER (X) TO SUPPORT THE OBLIGATIONS OF
WHOLLY-OWNED SUBSIDIARIES OF THE BORROWER WITH RESPECT TO SPECIFIC SYNDICATES AT
THE SOCIETY OF LLOYD'S (THE LETTERS OF CREDIT ISSUED UNDER THIS CLAUSE (X) BEING
CALLED THE "LLOYD'S LETTERS OF CREDIT") AND (Y) TO SUPPORT OTHER OBLIGATIONS,
PROVIDED THAT THE AGGREGATE FACE AMOUNT OF ALL OUTSTANDING LETTERS OF CREDIT
OBLIGATIONS WITH RESPECT TO THIS CLAUSE (Y) DOES NOT AT ANY TIME EXCEED THE
LESSER OF (A) THE LETTER OF CREDIT COMMITMENT AND (B) $5,000,000; PROVIDED,
HOWEVER, THAT THE ISSUER SHALL NOT BE UNDER ANY OBLIGATION TO ISSUE, AND SHALL
NOT ISSUE, ANY LETTER OF CREDIT IF: (I) ANY ORDER, JUDGMENT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY OR OTHER REGULATORY BODY WITH JURISDICTION OVER THE
ISSUER SHALL PURPORT BY ITS TERMS TO ENJOIN OR RESTRAIN SUCH ISSUER FROM ISSUING
SUCH LETTER OF CREDIT, OR ANY LAW OR GOVERNMENTAL RULE, REGULATION, POLICY,
GUIDELINE OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
GOVERNMENTAL AUTHORITY OR OTHER REGULATORY BODY WITH JURISDICTION OVER THE
ISSUER SHALL PROHIBIT, OR REQUEST THAT THE ISSUER REFRAIN FROM, THE ISSUANCE OF
LETTERS OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE ISSUER WITH RESPECT TO
ANY LETTER OF CREDIT ANY RESTRICTION OR RESERVE OR CAPITAL REQUIREMENT (FOR
WHICH THE ISSUER IS NOT OTHERWISE COMPENSATED) OR ANY UNREIMBURSED LOSS, COST OR
EXPENSE WHICH WAS NOT APPLICABLE, IN EFFECT AND KNOWN TO THE ISSUER AS OF THE
DATE OF THIS AGREEMENT AND WHICH THE ISSUER IN GOOD FAITH DEEMS MATERIAL TO IT;
(II) ONE OR MORE OF THE CONDITIONS TO SUCH ISSUANCE CONTAINED IN SECTION 5.2 IS
NOT THEN SATISFIED; OR (III) AFTER GIVING EFFECT TO SUCH ISSUANCE, THE AGGREGATE
OUTSTANDING AMOUNT OF THE LETTER OF CREDIT OBLIGATIONS WOULD EXCEED THE LETTER
OF CREDIT COMMITMENT.
LETTERS OF CREDIT SHALL