Common use of Conditions Precedent to the Issuance of Letters of Credit Clause in Contracts

Conditions Precedent to the Issuance of Letters of Credit. Each Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (v) the L/C Agent or the Fronting Bank, as the case may be, shall have delivered the written notice of non-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to such Letter of Credit; (vi) the L/C Agent or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit that one or more of the applicable conditions under Section 3.2 is not then satisfied (or has not been waived in writing as required herein); (vii) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5; (viii) the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5; (ix) such Letter of Credit is not substantially in form and substance reasonably acceptable to the L/C Agent or the Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of the L/C Agent or Fronting Bank applicable to letters of credit in general; (x) such Letter of Credit is denominated in a currency other than Dollars; or (xi) with respect to the issuance of a Participated Letter of Credit, any Lender is at that time a Defaulting Lender, unless the Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with such Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) with respect to such Defaulting Lender as it may elect in its sole discretion.

Conditions Precedent to the Issuance of Letters of Credit. Each The Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall not be under no any obligation to to, and in the case of clauses (ii), (v) and (vi) below shall not, Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Date; (ii) immediately after giving effect thereto, (x) the Aggregate Letter of Credit Exposure of any Lender would exceed the aggregate Commitments its Commitment at such time; , (iiiy) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter Aggregate Commitments at such time or (z) the Dollar Amount of the aggregate Stated Amount of all Letters of Credit Sublimit at such timedenominated in a Foreign Currency would exceed the Foreign Currency Sublimit; (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (viii) the L/C Agent or the applicable Fronting Bank, as the case may be, shall have delivered the written notice of non-extension nonrenewal described in Section 2.5(a)(iii2.1(c) or and Section 2.5(b)(iii2.2(c) with respect to such Letter of Credit; (viiv) the L/C Administrative Agent has received written notice from the applicable Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have actual knowledgeor Allied World, on or shall have received notice from any Lender prior to the Issuance Business Day prior to the requested date of the issuance of such Letter of Credit Credit, that one or more of the applicable conditions under Section 3.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viiv) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viiivi) the expiry date of such Letter of Credit occurs after is less than seven Business Days prior to the Final L/C Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ixvii) such Letter of Credit is not substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or the Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of and the L/C Agent or applicable Fronting Bank Bank, as the case may be; provided that the Administrative Agent and, in respect of any change to a Syndicated Letter of Credit, the L/C Agent, or in respect of any change to a Participated Letter of Credit, the applicable Fronting Bank, can and will agree to letters reasonable changes to such form, not adverse to the interests of credit in generalthe Lenders, requested by any beneficiary or applicable insurance regulator; (xviii) such Letter of Credit is denominated in a currency other than DollarsDollars or a Foreign Currency; or (xiix) with respect to the issuance of a Participated Letter of Credit, a default of any Lender’s obligations to fund under Section 2.2(e) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) arrangements with Allied World or such Lender and/or the applicable Borrower to eliminate the such Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) risk with respect to such Defaulting Lender as it may elect in its sole discretionLender.

Conditions Precedent to the Issuance of Letters of Credit. Each Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (v) the L/C Agent or the Fronting Bank, as the case may be, shall have delivered the written notice of non-extension nonrenewal described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to such Letter of Credit; (vi) the L/C Agent or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit that one or more of the applicable conditions under Section 3.2 is not then satisfied (or has not been waived in writing as required herein); (vii) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5; (viii) the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5; (ix) such Letter of Credit is not substantially in form and substance reasonably acceptable to the L/C Agent or the Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of the L/C Agent or Fronting Bank applicable to letters of credit in general; (x) such Letter of Credit is denominated in a currency other than Dollars; or (xi) with respect to the issuance of a Participated Letter of Credit, any Lender is at that time a Defaulting Lender, unless the Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with such Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) with respect to such Defaulting Lender as it may elect in its sole discretion.

Conditions Precedent to the Issuance of Letters of Credit. Each Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall not be under no any obligation to to, and in the case of clauses (i), (ii), (iv), (v) and (vi) below shall not, Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law applicable to such Issuing Bank or any Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender Bank is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Effective Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Creditlimitation on amounts set forth under Section 2.01 will be exceeded, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (viii) the L/C Agent or the applicable Fronting Bank, as the case may be, shall have delivered the written notice of non-extension nonrenewal described in Section 2.5(a)(iii3.01(c) or and Section 2.5(b)(iii3.02(c) with respect to such Letter of Credit; (viiv) the L/C Administrative Agent has received written notice from the applicable Fronting Bank or the Fronting BankRequired Banks, as the case may be, shall have actual knowledgeor any Borrower, on or shall have received notice from any Lender prior to the Issuance Business Day prior to the requested date of the issuance of such Letter of Credit Credit, that one or more of the applicable conditions under Section 3.2 4.02 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viiv) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension unless the Required Lenders Banks have approved such expiry date in writing as required pursuant to Section 10.5date; (viiivi) the expiry date of such Letter of Credit occurs is after the Final L/C Maturity Date, unless all of the Lenders Banks have approved such expiry date in writing as required pursuant to Section 10.5;writing; 63 (ixvii) such Letter of Credit is not substantially in a form and substance reasonably acceptable to to, the applicable Borrowers, the Administrative Agent and the L/C Agent or the applicable Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of the L/C Agent or Fronting Bank applicable to letters of credit in generalcase may be; (xviii) such Letter of Credit is denominated in a currency other than Dollars; orDollars or a Foreign Currency; (xiix) with respect to the issuance of a Participated Letter of CreditCredit or the fronting for a Non-NAIC Bank in respect of a Syndicated Letter of Credit pursuant to Section 3.01(h), any Lender Bank is at that time a Defaulting LenderBank, unless the applicable Fronting Bank (x) has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the such Fronting Bank (in its sole discretion) with such Lender Bank and/or the applicable Borrower Borrower, or (y) has received Cash Collateral from (or entered into other arrangements satisfactory to such Fronting Bank in its sole discretion with) the Borrowers to eliminate the such Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii2.20(a)(iv)) with respect to such Defaulting Lender Bank as it may elect in its sole discretion; or (x) in the case of a Syndicated Letter of Credit, any Bank has advised the L/C Agent that it is a Non-NAIC Bank, unless such Bank has entered into an agreement with a Fronting Bank to front for such Bank under such Syndicated Letter of Credit.

Conditions Precedent to the Issuance of Letters of Credit. Each The Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall not be under no any obligation to to, and in the case of clauses (ii), (v) and (vi) below shall not, Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Creditlimitation on amounts set forth under Section 2.1 will be exceeded, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (viii) the L/C Agent or the applicable Fronting Bank, as the case may be, shall have delivered the written notice of non-extension nonrenewal described in Section 2.5(a)(iii3.1(c) or and Section 2.5(b)(iii3.2(c) with respect to such Letter of Credit; (viiv) the L/C Administrative Agent has received written notice from the applicable Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have actual knowledgeor any Borrower, on or shall have received notice from any Lender prior to the Issuance Business Day prior to the requested date of the issuance of such Letter of Credit Credit, that one or more of the applicable conditions under Section 3.2 4.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viiv) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viiivi) the expiry date of such Letter of Credit occurs after is less than seven Business Days prior to the Final L/C Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ixvii) such Letter of Credit is not substantially in the form of Exhibit C-1 or Exhibit C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or the Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of and the L/C Agent or applicable Fronting Bank Bank, as the case may be; provided that the Administrative Agent and, in respect of any change to a Syndicated Letter of Credit, the L/C Agent, or in respect of any change to a Participated Letter of Credit, the applicable Fronting Bank, can and will agree to letters reasonable changes to such form, not adverse to the interests of credit in generalthe Lenders, requested by any beneficiary or applicable insurance regulator; (xviii) such Letter of Credit is denominated in a currency other than Dollars; or (xiix) with respect to the issuance of a Participated Letter of Credit, a default of any Lender’s obligations to fund under Section 3.2(e) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable Fronting Bank has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with Borrowers or such Lender and/or the applicable Borrower to eliminate the applicable Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) risk with respect to such Defaulting Lender as it may elect in its sole discretionLender.

Conditions Precedent to the Issuance of Letters of Credit. Each Neither the Administrative Agent nor any Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no any obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to the Administrative Agent, such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Administrative Agent, such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Effective Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure such Issuance would exceed the aggregate Commitments at such timebe prohibited under Section 2.15(g); (iii) immediately after giving effect thereto, the aggregate Letter Administrative Agent shall have delivered the written notice of Credit Exposure would exceed the Letter of Credit Sublimit at such timenonrenewal described in Section 3.1(c) or Section 3.2(c); (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, Administrative Agent has received written notice from the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (v) the L/C Agent Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have delivered or the written notice Borrower, on or prior to the Business Day prior to the requested date of non-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to the issuance of such Letter of Credit; (vi) the L/C Agent or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit that one or more of the applicable conditions under Section 3.2 4.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viiv) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viiivi) the expiry date of such Letter of Credit occurs after is less than seven Business Days prior to the applicable Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ixvii) such Letter of Credit is not substantially in the form of Exhibit C-1 or Exhibit C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or and/or the Fronting Bank; provided that the Administrative Agent and, as applicable, or the issuance in respect of such any change to a Participated Letter of Credit would violate Credit, the policies Fronting Bank can and will agree to reasonable changes to such form, not adverse to the interests of the L/C Agent Lenders, requested by any beneficiary or Fronting Bank applicable to letters of credit in generalinsurance regulator; (xviii) such Letter of Credit is denominated in a currency other than Dollars; orDollars or a Foreign Currency; (xiix) with respect to the issuance of a Participated Letter of Credit, a default of any Lender’s obligations to fund under Section 3.2(f) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the Fronting Bank has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with Credit Parties or such Defaulting Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) risk with respect to such Defaulting Lender as it may elect in its sole discretionLender; or (x) a Default or Event of Default has occurred and is continuing.

Conditions Precedent to the Issuance of Letters of Credit. Each The Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall not be under no any obligation to to, and in the case of clauses (ii), (v) and (vi) below shall not, Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Restatement Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Restatement Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Creditlimitation on amounts set forth under Section 2.1 will be exceeded, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (viii) the L/C Agent or the applicable Fronting Bank, as the case may be, shall have delivered the written notice of non-extension nonrenewal described in Section 2.5(a)(iii3.1(c) or and Section 2.5(b)(iii3.2(c) with respect to such Letter of Credit; (viiv) the L/C Administrative Agent has received written notice from the applicable Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have actual knowledgeor any Borrower, on or shall have received notice from any Lender prior to the Issuance Business Day prior to the requested date of the issuance of such Letter of Credit Credit, that one or more of the applicable conditions under Section 3.2 4.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viiv) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension (or, with respect to a Letter of Credit issued in Australian Dollars, 24 months after the date of issuance or last extension of such Letter of Credit) unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viiivi) the expiry date of such Letter of Credit occurs is after the Final L/C Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ixvii) such Letter of Credit is not substantially in a form and substance reasonably acceptable to to, the applicable Borrowers, the Administrative Agent and the L/C Agent or the applicable Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of the L/C Agent or Fronting Bank applicable to letters of credit in generalcase may be; (xviii) such Letter of Credit is denominated in a currency other than DollarsDollars or a Foreign Currency; or (xiix) with respect to the issuance of a Participated Letter of CreditCredit or the fronting for a Non-NAIC Lender in respect of a Syndicated Letter of Credit pursuant to Section 3.1(h), any Lender is at that time a Defaulting Lender, unless the applicable Fronting Bank (x) has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the such Fronting Bank (in its sole discretion) with such Lender and/or the applicable Borrower Borrower, or (y) has received Cash Collateral from (or entered into other arrangements satisfactory to such Fronting Bank in its sole discretion with) the Credit Parties to eliminate the such Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii2.20(a)(iv)) with respect to such Defaulting Lender as it may elect in its sole discretion.

Conditions Precedent to the Issuance of Letters of Credit. Each No Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no any obligation to Issue any Letter of Credit and no Lender shall have any obligation to make L/C Advances to reimburse the applicable Fronting Bank for amounts drawn under any Participated Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Restatement Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Restatement Effective Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance issuance of a Participated Tranche 1 Letter of Credit, the limitation on amounts set forth under Section 2.1(a) will be exceeded, immediately after giving effect thereto; (iii) with respect to the issuance of a Tranche 2 Letter of Credit, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit limitation on amounts set forth under Section 2.1(b) will be exceeded, immediately after giving effect thereto; (iv) such issuance would exceed the Participated Letter of Credit Sublimit at such timebe prohibited under Section 2.15(g); (v) the L/C Administrative Agent shall have delivered the written notice of nonrenewal described in Section 3.1(c) and Section 3.2(c); (vi) the Administrative Agent has received written notice from the applicable Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have delivered or Platinum Holdings, on or prior to the written notice Business Day prior to the requested date of non-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to the issuance of such Letter of Credit; (vi) the L/C Agent or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit that one or more of the applicable conditions under Section 3.2 4.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (vii) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viii) the expiry date of such Letter of Credit occurs after is less than seven Business Days prior to the applicable Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ix) such Letter of Credit is not substantially in the form of Exhibit C-1 or Exhibit C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or and the applicable Fronting Bank; provided that the Administrative Agent and, as applicable, or the issuance in respect of such any change to a Participated Letter of Credit would violate Credit, the policies applicable Fronting Bank can and will agree to reasonable changes to such form, not adverse to the interests of the L/C Agent Lenders, requested by any beneficiary or Fronting Bank applicable to letters of credit in generalinsurance regulator; (x) such Letter of Credit is denominated in a currency other than Dollars; orDollars or a Foreign Currency; (xi) with respect to the issuance of a Participated Letter of Credit, a default of any Lender’s obligations to fund under Section 3.2(f) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable Fronting Bank has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with Account Parties or such Lender and/or the applicable Borrower to eliminate the such Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) risk with respect to such Defaulting Lender as it may elect in its sole discretionLender; or (xii) a Default or Event of Default has occurred and is continuing.

Conditions Precedent to the Issuance of Letters of Credit. Each No Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no any obligation to Issue any Letter of Credit and no Lender shall have any obligation to make L/C Advances to reimburse the Fronting Bank for amounts drawn under any Participated Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such Issuing Bank Bank, the Administrative Agent or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Effective Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance issuance of a Participated Tranche 1 Letter of Credit, the limitation on amounts set forth under SECTION 3.1(A) will be exceeded, immediately after giving effect thereto; (iii) with respect to the issuance of a Tranche 2 Letter of Credit, the aggregate Letter limitation on amounts set forth under SECTION 3.1(B) will be exceeded, immediately after giving effect thereto; (iv) the Administrative Agent shall have delivered a Notice of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such timeNon-Extension; (v) the L/C Administrative Agent has received written notice from the Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have delivered or IPC Holdings, on or prior to the written notice Business Day prior to the requested date of non-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to the issuance of such Letter of Credit; (vi) the L/C Agent or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit that one or more of the applicable conditions under Section 3.2 SECTION 5.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viivi) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viiivii) the expiry date of such Letter of Credit occurs after is less than seven Business Days prior to the applicable Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ixviii) such Letter of Credit is not substantially in the form of EXHIBIT C-1 or EXHIBIT C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or and/or the Fronting Bank; provided that the Administrative Agent and the Fronting Bank can and will agree to reasonable changes to such form, as applicable, or not materially adverse to the issuance of such Letter of Credit would violate the policies interests of the L/C Agent or Fronting Bank applicable to letters of credit in generalLenders, requested by applicable insurance regulators; (xix) such Letter of Credit is denominated in a currency other than Dollars; or; (xix) with respect to the issuance of a Participated Letter of Credit, a default of any Lender's obligations to fund under SECTION 4.2(F) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the Fronting Bank has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with Account Parties or such Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) 's risk with respect to such Defaulting Lender as it may elect in its sole discretionLender; or (xi) a Default or Event of Default has occurred and is continuing.

Conditions Precedent to the Issuance of Letters of Credit. Each The Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) Lender shall be under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such the Issuing Bank Lender, the Administrative Agent or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such the Issuing Bank Lender or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, applicable or in effect or known to it as of the Closing Date; (ii) immediately after giving effect theretoupon issuance (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed the Letter of Credit Commitment, or (ii) when added to the Aggregate Credit Exposure Exposure, would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (v) the L/C Agent or the Fronting Bank, as the case may be, Issuing Lender shall have delivered the written notice a Notice of nonNon-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) Extension with respect to such Letter of Credit; (viiv) the L/C Administrative Agent has received written notice from the Issuing Lender or the Fronting BankRequired Lenders, as the case may be, shall have actual knowledgeor the Borrower, on or shall have received notice from any Lender prior to the Business Day prior to the requested date of the Issuance of such Letter of Credit Credit, that one or more of the applicable conditions under Section 3.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viiv) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (viiivi) the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ixvii) such Letter of Credit is not substantially in form and substance reasonably acceptable to the L/C Agent or the Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of the L/C Agent or Fronting Bank applicable to letters of credit in generalIssuing Lender; (xviii) such Letter of Credit is denominated in a currency other than Dollars; (ix) a default of any Lender’s obligations to fund under Section 2.5(b) exists or any Lender is at such time an Impacted Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender; or (xix) with respect to the issuance a Default or Event of a Participated Letter of Credit, any Lender Default has occurred and is at that time a Defaulting Lender, unless the Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with such Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) with respect to such Defaulting Lender as it may elect in its sole discretioncontinuing.

Conditions Precedent to the Issuance of Letters of Credit. Each No Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no any obligation to Issue any Letter of Credit and no Lender shall have any obligation to make L/C Advances to reimburse the applicable Fronting Bank for amounts drawn under any Participated Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Restatement Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Restatement Effective Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Creditlimitation on amounts set forth under Section 2.1 will be exceeded, immediately after giving effect thereto, ; (iii) such Issuance would be prohibited under Section 2.15(g); (iv) the aggregate Letter Administrative Agent shall have delivered the written notice of Credit Exposure nonrenewal described in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such timeSections 3.1(c) and 3.2(c); (v) the L/C Administrative Agent shall have received written notice from the applicable Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have delivered the written notice of non-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to such Letter of Credit; (vi) the L/C Agent Platinum Holdings, on or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Business Day prior to the requested date of the Issuance of such Letter of Credit Credit, that one or more of the applicable conditions under Section 3.2 4.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viivi) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension extension, unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viiivii) the expiry date of such Letter of Credit occurs after is less than seven Business Days prior to the applicable Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ixviii) such Letter of Credit is not substantially in the form of Exhibit C-1 or Exhibit C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or and the applicable Fronting Bank; provided that the Administrative Agent and, as applicable, or the issuance in respect of such any change to a Participated Letter of Credit would violate Credit, the policies applicable Fronting Bank can and will agree to reasonable changes to such form, not adverse to the interests of the L/C Agent Lenders, requested by any beneficiary or Fronting Bank applicable to letters of credit in generalinsurance regulator; (xix) such Letter of Credit is denominated in a currency other than Dollars; orDollars or a Foreign Currency; (xix) with respect to the issuance Issuance of a Participated Letter of Credit, a default of any Lender’s obligations to fund under Section 3.2(f) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable Fronting Bank has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with Account Parties or such Lender and/or the applicable Borrower to eliminate the such Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) with respect to such Defaulting Lender as it may elect in its sole discretionLender; or (xi) a Default or Event of Default has occurred and is continuing.

Conditions Precedent to the Issuance of Letters of Credit. Each No Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no any obligation to Issue any Letter of Credit and no Lender shall have any obligation to make L/C Advances to reimburse the Fronting Bank for amounts drawn under any Participated Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Effective Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance issuance of a Participated Tranche 1 Letter of Credit, the limitation on amounts set forth under Section 2.1(a) will be exceeded, immediately after giving effect thereto; (iii) with respect to the issuance of a Tranche 2 Letter of Credit, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit limitation on amounts set forth under Section 2.1(b) will be exceeded, immediately after giving effect thereto; (iv) such issuance would exceed the Participated Letter of Credit Sublimit at such timebe prohibited under Section 2.15(g); (v) the L/C Administrative Agent shall have delivered the written notice of nonrenewal described in Section 3.1(c) and Section 3.2(c); (vi) the Administrative Agent has received written notice from the Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have delivered or Platinum Holdings, on or prior to the written notice Business Day prior to the requested date of non-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to the issuance of such Letter of Credit; (vi) the L/C Agent or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit that one or more of the applicable conditions under Section 3.2 4.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (vii) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viii) the expiry date of such Letter of Credit occurs after is less than seven Business Days prior to the applicable Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ix) such Letter of Credit is not substantially in the form of Exhibit C-1 or Exhibit C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or and/or the Fronting Bank; provided that the Administrative Agent and the Fronting Bank can and will agree to reasonable changes to such form, as applicable, or not adverse to the issuance of such Letter of Credit would violate the policies interests of the L/C Agent or Fronting Bank Lenders, requested by applicable to letters of credit in generalinsurance regulators; (x) such Letter of Credit is denominated in a currency other than Dollars; or, other than Letters of Credit denominated in a Foreign Currency to be issued for the account of Platinum UK or Platinum Bermuda; (xi) with respect to the issuance of a Participated Letter of Credit, a default of any Lender’s obligations to fund under Section 3.2(f) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the Fronting Bank has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with Account Parties or such Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) risk with respect to such Defaulting Lender as it may elect in its sole discretionLender; or (xii) a Default or Event of Default has occurred and is continuing.

Conditions Precedent to the Issuance of Letters of Credit. Each The Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) Banks shall not be under no any obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the Issuance of such Issuing Bank from issuing such Letter of Credit Credit, or any law Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it such Issuing Bank shall prohibit, or request that it such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it such Issuing Bank with respect to such Letter of Credit any restriction or restriction, reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensatedcompensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of applicable on the Closing DateDate and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) immediately the expiry date of such requested Letter of Credit would occur after giving effect theretothe fifth Business Day prior to the Commitment Termination Date, unless all the Aggregate Credit Exposure would exceed the aggregate Commitments at Lenders have approved such time;expiry date. (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (v) the L/C Agent or the Fronting Bank, as the case may be, shall have delivered the written notice a Notice of non-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) Nonrenewal with respect to such Letter of Credit; (viiv) such Issuing Bank has received written notice from the L/C Agent Administrative Agent, any Lender or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit Borrower that one or more of the applicable conditions under specified in Section 3.2 3.02 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viiv) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance issuance or last extension unless the Required Majority Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viii) the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5; (ixvi) such Letter of Credit is not substantially in the form of Exhibit C-1 or Exhibit C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or the Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of and the L/C Agent or Fronting Bank Bank, as the case may be; provided that the Administrative Agent and, in respect of any change to a Syndicated Letter of Credit, the L/C Agent, or in respect of any change to a Participated Letter of Credit, the Fronting Bank, can and will agree to reasonable changes to such form, not adverse to the interests of the Lenders, requested by any beneficiary or applicable to letters of credit in generalinsurance regulator; (xvii) such Letter of Credit is denominated in a currency other than Dollars; or (xiviii) with respect to the issuance of a Participated Letter of Credit, a default of any Lender’s obligations to fund under Section 2.03(b)(iv) exists or any Lender is at that such time a Defaulting Lender, unless the Fronting Bank has entered into satisfactory arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with the Borrower or such Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (pursuant to and after giving effect to Section 2.22(a)(iii2.20(a)(iii)) with respect to such the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Exposure as to which the Fronting Bank has actual or potential Fronting Exposure (pursuant to Section 2.20(a)(iii)), as it may elect in its sole discretion.

Conditions Precedent to the Issuance of Letters of Credit. Each Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Date; (ii) immediately after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit L/C Exposure would exceed the Letter of Credit Sublimit aggregate L/C Commitment at such time; (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, the aggregate Letter of Credit L/C Exposure in respect of Participated Letters of Credit Issued by such Issuing Bank would exceed the Participated Letter of Credit Sublimit such Issuing Bank’s L/C Commitment at such time; (v) the L/C Agent or the Fronting Bank, as the case may be, Issuing Bank shall have delivered the written notice of non-extension nonrenewal described in Section 2.5(a)(iii) or Section 2.5(b)(iii2.3(b)(iii) with respect to such Letter of Credit; (vi) the L/C Agent or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit that one or more of the applicable conditions under Section 3.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (vii) subject to Section 2.3(b)(iii), the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.58.5; (viii) the expiry date of such Letter of Credit occurs after the Final L/C Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5; (ix) such Letter of Credit is not substantially in form and substance reasonably acceptable to the L/C Agent or the Fronting applicable Issuing Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of the L/C Agent or Fronting Bank applicable to letters of credit in general; (x) such Letter of Credit is denominated in a currency other than Dollars; or (xi) with respect to the issuance of a Participated Letter of Credit, any Lender is at that time a Defaulting Lender, unless the Fronting applicable Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting such Issuing Bank (in its sole discretion) with such Lender and/or the applicable Borrower to eliminate the Fronting such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii2.18(a)(iv)) with respect to such Defaulting Lender as it may elect in its sole discretion.

Conditions Precedent to the Issuance of Letters of Credit. Each The Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) Lender shall be under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such the Issuing Bank Lender, the Administrative Agent or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such the Issuing Bank Lender or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, applicable or in effect or known to it as of the Closing Date; (ii) immediately after giving effect theretoupon issuance (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed the Letter of Credit Commitment, or (ii) when added to the Aggregate Credit Exposure Exposure, would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (v) the L/C Agent or the Fronting Bank, as the case may be, Issuing Lender shall have delivered the written notice a Notice of nonNon-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) Extension with respect to such Letter of Credit; (viiv) the L/C Administrative Agent has received written notice from the Issuing Lender or the Fronting BankRequired Lenders, as the case may be, shall have actual knowledgeor the Borrower, on or shall have received notice from any Lender prior to the Business Day prior to the requested date of the Issuance of such Letter of Credit Credit, that one or more of the applicable conditions under Section 3.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (viiv) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viiivi) the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ixvii) such Letter of Credit (if other than substantially in the form of Exhibit H) is not substantially in form and substance reasonably acceptable to the L/C Agent or the Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of the L/C Agent or Fronting Bank applicable to letters of credit in generalIssuing Lender; (xviii) such Letter of Credit is denominated in a currency other than Dollars; (ix) a default of any Lender’s obligations to fund under Section 2.5(b) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender; or (xix) with respect to the issuance a Default or Event of a Participated Letter of Credit, any Lender Default has occurred and is at that time a Defaulting Lender, unless the Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with such Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) with respect to such Defaulting Lender as it may elect in its sole discretioncontinuing.

Conditions Precedent to the Issuance of Letters of Credit. Each Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no obligation to Issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Letter of Credit, immediately after giving effect thereto, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit would exceed the Participated Letter of Credit Sublimit at such time; (v) the L/C Agent or the Fronting Bank, as the case may be, shall have delivered the written notice of non-extension nonrenewal described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to such Letter of Credit; (vi) the L/C Agent or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Issuance of such Letter of Credit that one or more of the applicable conditions under Section 3.2 is not then satisfied (or has not been waived in writing as required herein); (vii) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension unless the Required Lenders have approved such 38 11863223v8 24740.00050 expiry date in writing as required pursuant to Section 10.5; (viii) the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5; (ix) such Letter of Credit is not substantially in form and substance reasonably acceptable to the L/C Agent or the Fronting Bank, as applicable, or the issuance of such Letter of Credit would violate the policies of the L/C Agent or Fronting Bank applicable to letters of credit in general; (x) such Letter of Credit is denominated in a currency other than Dollars; or (xi) with respect to the issuance of a Participated Letter of Credit, any Lender is at that time a Defaulting Lender, unless the Fronting Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with such Lender and/or the applicable Borrower to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) with respect to such Defaulting Lender as it may elect in its sole discretion.

Conditions Precedent to the Issuance of Letters of Credit. Each No Issuing Bank (and the L/C Agent, on behalf of the Issuing Banks) shall be under no any obligation to Issue any Letter of Credit and no Lender shall have any obligation to make L/C Advances to reimburse the applicable Fronting Bank for amounts drawn under any Participated Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuance of such Letter of Credit or any law Requirement of Law applicable to such Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank or any Lender is not otherwise compensated) not in effect on the Closing Restatement Effective Date, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to it as of the Closing Restatement Effective Date; (ii) immediately after giving effect thereto, the Aggregate Credit Exposure would exceed the aggregate Commitments at such time; (iii) immediately after giving effect thereto, the aggregate Letter of Credit Exposure would exceed the Letter of Credit Sublimit at such time; (iv) with respect to the Issuance of a Participated Tranche 1 Letter of Credit, the limitation on amounts set forth under Section 2.1(a) will be exceeded, immediately after giving effect thereto; (iii) with respect to the Issuance of a Tranche 2 Letter of Credit, the aggregate Letter of Credit Exposure in respect of Participated Letters of Credit limitation on amounts set forth under Section 2.1(b) will be exceeded, immediately after giving effect thereto; (iv) such Issuance would exceed the Participated Letter of Credit Sublimit at such timebe prohibited under Section 2.15(g); (v) the L/C Administrative Agent shall have delivered the written notice of nonrenewal described in Sections 3.1(c) and 3.2(c); (vi) the Administrative Agent shall have received written notice from the applicable Fronting Bank or the Fronting BankRequired Lenders, as the case may be, shall have delivered the written notice of non-extension described in Section 2.5(a)(iii) or Section 2.5(b)(iii) with respect to such Letter of Credit; (vi) the L/C Agent Platinum Holdings, on or the Fronting Bank, as the case may be, shall have actual knowledge, or shall have received notice from any Lender prior to the Business Day prior to the requested date of the Issuance of such Letter of Credit Credit, that one or more of the applicable conditions under Section 3.2 4.2 is not then satisfied (or has not been waived in writing as required herein)satisfied; (vii) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension extension, unless the Required Lenders have approved such expiry date in writing as required pursuant to Section 10.5date; (viii) the expiry date of such Letter of Credit occurs after is less than seven Business Days prior to the applicable Final Maturity Date, unless all of the Lenders have approved such expiry date in writing as required pursuant to Section 10.5writing; (ix) such Letter of Credit is not substantially in the form of Exhibit C-1 or Exhibit C-2 hereto, as the case may be, or is not otherwise in form and substance reasonably acceptable to the L/C Administrative Agent or and the applicable Fronting Bank; provided that the Administrative Agent and, as applicable, or the issuance in respect of such any change to a Participated Letter of Credit would violate Credit, the policies applicable Fronting Bank can and will agree to reasonable changes to such form, not adverse to the interests of the L/C Agent Lenders, requested by any beneficiary or Fronting Bank applicable to letters of credit in generalinsurance regulator; (x) such Letter of Credit is denominated in a currency other than Dollars; orDollars or a Foreign Currency; (xi) with respect to the issuance Issuance of a Participated Letter of Credit, a default of any Lender’s obligations to fund under Section 3.2(f) exists or any Lender is at that such time a Defaulting LenderLender hereunder, unless the applicable Fronting Bank has entered into arrangements, including satisfactory arrangements with the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with Account Parties or such Lender and/or the applicable Borrower to eliminate the such Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) risk with respect to such Defaulting Lender as it may elect in its sole discretionLender; or (xii) a Default or Event of Default has occurred and is continuing.