AGENCY OTHER THAN S&P, MOODY'S OR FITCH, THE
AGENT AGREES TO REASONABLY CONSIDER ON A TIMELY BASIS WHETHER THE RATING OF SUCH
INVESTMENT MAY BE CONSIDERED THE EQUIVALENT OF A RATING PROVIDED BY S&P, MOODY'S
OR FITCH FOR PURPOSES OF THE RELEVANT PROVISIONS OF THIS AGREEMENT AND, IF
INSTRUCTED TO DO SO BY THE LENDERS, TO EXECUTE ANY AMENDMENT, WAIVER OR OTHER
WRITING RELATING THERETO ON A TIMELY BASIS.
9.3
ADDRESSES FOR NOTICES
All notices and other communications provided for hereunder shall be in writing
unless otherwise stated herein and shall be delivered by e-mail, fax, hand
delivery, or recognized courier service that provides delivery within two
(2) Business Days:
if to Arch Reinsurance Ltd., at:
Wessex House, 3rd Floor
45 Reid Street
Hamilton HM 12
Bermuda
Attn:
Controller
Telephone:
+1 (441) 278-9200
Facsimile:
+1 (441) 278-9230
E-mail:

if to the Agent, at
69
Bank House
Wine Street
Bristol BS1 2AN
England
Attn: Loans Administration
Telephone:
+44 (0)20 7801 3048
Facsimile:
+44 (0)117 923 3367
E-mail: 
if to an Original Lender, at the address set forth under such Original Lender's
name on its signature page hereto
and shall be effective when delivered at the address specified in or pursuant to
this Clause 9.3, or such other address notified to the other party in writing.
9.4
SUCCESSORS AND ASSIGNS
This Agreement is a continuing obligation of the Obligor and shall, until the
date on which all amounts due and owing hereunder are paid in full (a) be
binding upon the Obligor, its successors and assigns and (b) inure to the
benefit of and be enforceable by the Agent and the Lenders and its successors
and assigns, provided that any assignment of this Agreement or any part hereof
by the Obligor shall be void.
9.5
PAYMENT OF EXPENSES AND TAXES; INDEMNITIES
9.5.1
THE OBLIGOR HEREBY AGREES TO (A) PAY OR
REIMBURSE THE AGENT AND EACH LENDER FOR ALL THEIR RESPECTIVE OUT-OF-POCKET COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT, PREPARATION AND
ATTENTION TO THE EXECUTION OF THE FUNDAMENTAL DOCUMENTS, AND OF DOCUMENTS
EMBODYING OR RELATING TO AMENDMENTS, WAIVERS OR CONSENTS WITH RESPECT TO ANY OF
THE FOREGOING, INCLUDING THE REASONABLE FEES AND OUT-OF-POCKET COSTS AND
EXPENSES OF COUNSEL TO THE AGENT AND EACH LENDER, (B) PAY AND SAVE THE AGENT AND
EACH LENDER FROM ALL REGISTRATION, RECORDING AND FILING FEES AND ALL LIABILITIES
WITH RESPECT TO, OR RESULTING FROM, ANY DELAY BY THE OBLIGOR IN PAYING STAMP AND
OTHER TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF, ANY OF THE FUNDAMENTAL DOCUMENTS
OR ANY AMENDMENT, WAIVER OR CONSENT WITH RESPECT THERETO OR THE CONSUMMATION OF
ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, (C) PAY OR REIMBURSE THE AGENT AND
EACH LENDER FOR ALL ITS OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION
WITH THE PREPARATION AND ATTENTION TO THE EXECUTION AND ISSUANCE OF LETTERS OF
CREDIT ISSUED AT THE REQUEST OF THE OBLIGOR AND (D) PAY OR REIMBURSE