PAYMENT AVAILABLE TO THE INTENDED
RECIPIENT IN RELIANCE UPON SUCH ASSUMPTION.
IF SUCH LENDER OR THE BORROWER, AS
THE CASE MAY BE, HAS NOT IN FACT MADE SUCH PAYMENT TO THE
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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