Common use of Non-NAIC Lenders Clause in Contracts

Non-NAIC Lenders. In the event any Lender gives notice to the Administrative Agent that such Lender is a Non-NAIC Lender, (i) such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially reasonable efforts to enter into an agreement with a Lender to act as a Fronting Bank and to Issue such Non-NAIC Lender’s Ratable Share of any Syndicated Letter of Credit (provided, however, that subject to the terms of a letter agreement to be entered into on or prior to the Restatement Effective Date, Xxxxx Fargo, or its successor, in its capacity as a Fronting Bank, will Issue the Ratable Share of ING of any Syndicated Letter of Credit); (ii) to the extent Syndicated Letters of Credit are outstanding, the Account Parties will each use all commercially reasonable efforts to cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of Credit of such Account Party such that the Non-NAIC Lender is removed from such Syndicated Letter of Credit and the applicable Fronting Bank is added to such Syndicated Letter of Credit to honor any draft drawn thereon in an amount equal to the Non-NAIC Lender’s Ratable Share with respect to such Syndicated Letter of Credit; (iii) immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable Fronting Bank a risk participation in each such Syndicated Letter of Credit in accordance with Section 3.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share of the Stated Amount of such Syndicated Letter of Credit; and (iv) each Non-NAIC Lender shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting Bank (with notice given by such Fronting Bank to Platinum Holdings in the event of any increase in such fronting fee). Unless otherwise agreed between such Non-NAIC Lender, the applicable Fronting Bank and the Administrative Agent, such fronting fee shall be paid by reducing the applicable Letter of Credit Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying the same to the applicable Fronting Bank. Notwithstanding the foregoing, under no circumstances shall any Credit Party be obligated to pay any fees or increase in fees as a result of any actions taken pursuant to this Section 3.1(i).

Non-NAIC Lenders. In the event any Lender gives notice to advises the Administrative Agent that such Lender is a Non-NAIC Lender, the Credit Parties, the Administrative Agent, such Non-NAIC Lender and the other Lenders, including without limitation Wachovia, or its successor, in its capacity as a Fronting Bank for such Non-NAIC Lender, hereby agree that (i) such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially reasonable efforts to enter into an agreement with a Lender to act as a Fronting Bank and to Issue such Non-NAIC Lender’s Lenders’ Ratable Share of any Syndicated Letter of Credit (provided, however, that subject to the terms of a letter agreement to will be entered into on or prior to the Restatement Effective Date, Xxxxx FargoIssued by Wachovia, or its successor, in its capacity as a Fronting BankBank for such Non-NAIC Lender, will Issue the Ratable Share of ING of any Syndicated Letter of Credit); (ii) to the extent Syndicated Letters of Credit are outstanding, the Account Parties will each use all commercially reasonable efforts to cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of Credit of such Account Party such that the Non-NAIC Lender is removed from such Syndicated Letter of Credit and the applicable Fronting Bank is added to such Syndicated Letter of Credit to honor any draft drawn thereon in an amount equal to the Non-NAIC Lender’s Ratable Share with respect to such Syndicated Letter of Credit; , (iii) immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-Non- NAIC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable Fronting Bank a risk participation in each such Syndicated Letter of Credit in accordance with Section 3.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share of the Stated Amount of such Syndicated Letter of Credit; Credit and (iv) each Non-NAIC Lender shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting Bank (with notice given by such Fronting Bank to Platinum Holdings in the event of any increase in such fronting fee). Unless otherwise agreed between such Non-NAIC Lender, the applicable Fronting Bank and the Administrative Agent, such fronting fee shall be paid by reducing the applicable Letter of Credit Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying the same to the applicable Fronting Bank. Notwithstanding the foregoing, under no circumstances shall any Credit Party be obligated to pay for any fees or increase in fees as a result of any actions taken pursuant to this Section 3.1(i).

Non-NAIC Lenders. In the event any Lender gives notice to advises the Administrative Agent that such Lender is a Non-NAIC Lender, the Credit Parties, the Administrative Agent, such Non-NAIC Lender and the other Lenders, including without limitation the applicable Fronting Bank for such Non-NAIC Lender, hereby agree that (i) such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially reasonable efforts to enter into an agreement with a Lender to act as a Fronting Bank and to Issue such Non-NAIC Lender’s Lenders’ Ratable Share of any Syndicated Letter of Credit (providedwill be Issued by the applicable Fronting Bank for such Non-NAIC Lender, however, that subject to the terms of a letter agreement to be entered into on or prior to the Restatement Effective Date, Xxxxx Fargo, or its successor, in its capacity as a Fronting Bank, will Issue the Ratable Share of ING of any Syndicated Letter of Credit); (ii) to the extent Syndicated Letters of Credit are outstanding, the Account Parties will each use all commercially reasonable efforts to cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of Credit of such Account Party such that the Non-NAIC Lender is removed from such Syndicated Letter of Credit and the applicable Fronting Bank is added to such Syndicated Letter of Credit to honor any draft drawn thereon in an amount equal to the such Non-NAIC Lender’s Ratable Share Percentage Obligation with respect to such Syndicated Letter of Credit; , (iii) immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable Fronting Bank a risk participation in each such Syndicated Letter of Credit in accordance with Section 3.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share Percentage Obligation of the Stated Amount of such Syndicated Letter of Credit; Credit and (iv) each Non-NAIC Lender shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting Bank (with notice given by such Fronting Bank to Platinum Holdings in the event of any increase in such fronting fee)Bank. Unless otherwise agreed between such Non-NAIC Lender, the applicable Fronting Bank and the Administrative Agent, such fronting fee shall be paid by reducing the applicable Tranche 1 Letter of Credit Fee or Tranche 2 Letter of Credit Fee, as the case may be, otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying the same to the applicable Fronting Bank. Notwithstanding the foregoing, under no circumstances shall any Credit Party be obligated to pay any fees or increase in fees as a result of any actions taken pursuant to this Section 3.1(i).”

Non-NAIC Lenders. In the event any Lender gives notice to advises the Administrative L/C Agent that such Lender is a Non-NAIC Lender, the Credit Parties, the L/C Agent, such Non-NAIC Lender and the other Lenders, including the applicable Fronting Bank for such Non-NAIC Lender, hereby agree that (i) such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially reasonable efforts to enter into an agreement with a Lender to act as a Fronting Bank and to Issue such Non-NAIC Lender’s Lenders’ Ratable Share of any Syndicated Letter of Credit (providedwill be Issued by the applicable Fronting Bank for such Non-NAIC Lender, however, that subject to the terms of a letter agreement to be entered into on or prior to the Restatement Effective Date, Xxxxx Fargo, or its successor, in its capacity as a Fronting Bank, will Issue the Ratable Share of ING of any Syndicated Letter of Credit); (ii) to the extent Syndicated Letters of Credit are outstanding, the Account Credit Parties will each use all commercially reasonable efforts to cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of Credit of such Account Party Allied World such that the Non-NAIC Lender is removed from such Syndicated Letter of Credit and the applicable Fronting Bank is added to such Syndicated Letter of Credit to honor any draft drawn thereon in an amount equal to the Non-NAIC Lender’s Ratable Share with respect to such Syndicated Letter of Credit; , (iii) immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable Fronting Bank a risk participation in each such Syndicated Letter of Credit in accordance with Section 3.2(d2.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share of the Stated Amount of such Syndicated Letter of Credit; Credit and (iv) each Non-NAIC Lender shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting Bank (with notice given by such Fronting Bank to Platinum Holdings in the event of any increase in such fronting fee)Bank. Unless otherwise agreed between such Non-NAIC Lender, the applicable such Fronting Bank and the Administrative Agent, such fronting fee shall be paid by reducing the applicable Letter of Credit Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying the same to the applicable such Fronting Bank. Notwithstanding the foregoing, under no circumstances shall any Credit Party be obligated to pay any fees or increase in fees as a result of any actions taken pursuant to this Section 3.1(i).

Non-NAIC Lenders. In the event any Lender gives notice to advises the Administrative Agent that such Lender is a Non-NAIC Lender, the Credit Parties, the Administrative Agent, such Non-NAIC Lender and the other Lenders, including without limitation Wachovia, or its successor, in its capacity as a Fronting Bank for such Non-NAIC Lender, hereby agree that (i) such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially reasonable efforts to enter into an agreement with a Lender to act as a Fronting Bank and to Issue such Non-NAIC Lender’s Lenders’ Ratable Share of any Syndicated Letter of Credit (provided, however, that subject to the terms of a letter agreement to may be entered into on or prior to the Restatement Effective Date, Xxxxx FargoIssued by Wachovia, or its successor, in its capacity as a Fronting BankBank for such Non-NAIC Lender, will Issue the Ratable Share of ING of any Syndicated Letter of Credit); (ii) to the extent Syndicated Letters of Credit are outstanding, the Account Credit Parties will each use all commercially reasonable efforts to cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of Credit issued for the account of such Account Credit Party such that the Non-NAIC Lender is removed from such Syndicated Letter of Credit and the applicable Fronting Bank is added to such Syndicated Letter of Credit to honor any draft drawn thereon in an amount equal to the Non-NAIC Lender’s Ratable Share with respect to such Syndicated Letter of Credit; , (iii) immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable Fronting Bank a risk participation in each such Syndicated Letter of Credit in accordance with Section 3.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share of the Stated Amount of such Syndicated Letter of Credit; and (iv) each Non-NAIC Lender shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting Bank (with notice given by such Fronting Bank to Platinum Holdings in the event of any increase in such fronting fee). Unless otherwise agreed between such Non-NAIC Lender, the applicable Fronting Bank and the Administrative Agent, such fronting fee shall be paid by reducing the applicable Letter of Credit Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying the same to the applicable Fronting Bank. Notwithstanding the foregoing, under no circumstances shall any Credit Party be obligated to pay any fees or increase in fees as a result of any actions taken pursuant to this Section 3.1(i).Section

Non-NAIC Lenders. In the event any Lender gives notice to advises the Administrative L/C Agent that such Lender is a Non-NAIC Lender, (i) such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially reasonable efforts to enter into an agreement with a Lender to act as a Fronting Bank and to Issue such Non-NAIC Lender’s Ratable Share of any Syndicated Letter of Credit (provided, however, that subject to the terms of a letter agreement to be entered into on or prior to the Restatement Effective Date, Xxxxx Fargo, or its successor, in its capacity as a Fronting Bank, will Issue the Ratable Share of ING of any Syndicated Letter of Credit); , (ii) to the extent Syndicated Letters of Credit are outstanding, the Account Parties Borrowers will each use all commercially reasonable efforts to cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of Credit of such Account Party Borrower such that the Non-NAIC Lender is removed from such Syndicated Letter of Credit and the applicable Fronting Bank Bank, if any, is added to such Syndicated Letter of Credit to honor any draft drawn thereon in an amount equal to the Non-NAIC Lender’s Ratable Share with respect to such Syndicated Letter of Credit; , (iii) immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable Fronting Bank Bank, if any, a risk participation in each such Syndicated Letter of Credit in accordance with Section 3.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share of the Stated Amount of such Syndicated Letter of Credit; Credit and (iv) each Non-NAIC Lender shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the rate per annum as separately agreed to between such Non-NAIC Lender and such Fronting Bank (with notice given by such Fronting Bank to Platinum Holdings in the event of any increase in such fronting fee)Bank. Unless otherwise agreed between such Non-NAIC Lender, the applicable Fronting Bank and the Administrative Agent, such fronting fee shall be paid by reducing the applicable Letter of Credit Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying the same to the applicable Fronting Bank. Notwithstanding the foregoing, under no circumstances shall any Credit Party be obligated to pay any fees or increase in fees as a result of any actions taken pursuant to this Section 3.1(i).

Non-NAIC Lenders. In the event any Lender gives notice to advises the Administrative L/C Agent that such Lender is a Non-NAIC Lender, the Borrowers, the L/C Agent, such Non-NAIC Lender and the other Lenders, including the applicable Fronting Bank for such Non-NAIC Lender, hereby agree that (i) such Non-NAIC Lender shall cease to Issue Syndicated Letters of Credit so long as it is a Non-NAIC Lender and shall use its commercially reasonable efforts to enter into an agreement with a Lender to act as a Fronting Bank and to Issue such Non-NAIC Lender’s Lenders’ Ratable Share of any Syndicated Letter of Credit (providedwill be Issued by the applicable Fronting Bank for such Non-NAIC Lender, however, that subject to the terms of a letter agreement to be entered into on or prior to the Restatement Effective Date, Xxxxx Fargo, or its successor, in its capacity as a Fronting Bank, will Issue the Ratable Share of ING of any Syndicated Letter of Credit); (ii) to the extent Syndicated Letters of Credit are outstanding, the Account Parties Borrowers will each use all commercially reasonable efforts to cause the beneficiaries thereof to execute and deliver an amendment to any Syndicated Letter of Credit of such Account Party Borrower such that the Non-NAIC Lender is removed from such Syndicated Letter of Credit and the applicable Fronting Bank is added to such Syndicated Letter of Credit to honor any draft drawn thereon in an amount equal to the Non-NAIC Lender’s Ratable Share with respect to such Syndicated Letter of Credit; , (iii) immediately upon the issuance or amendment of any Syndicated Letter of Credit, each Non-NAIC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the applicable Fronting Bank a risk participation in each such Syndicated Letter of Credit in accordance with Section 3.2(d) in an amount equal to such Non-NAIC Lender’s Ratable Share of the Stated Amount of such Syndicated Letter of Credit; Credit and (iv) each Non-NAIC Lender the applicable Borrower shall pay to the applicable Fronting Bank a fronting fee computed on the risk participation purchased by such Non-NAIC Lender from such Fronting Bank with respect to such Syndicated Letter of Credit at the rate per annum as separately agreed to between such Non-NAIC Lender Borrower and such Fronting Bank (with notice given by such Fronting Bank to Platinum Holdings in the event of any increase in such fronting fee). Unless otherwise agreed between such Non-NAIC Lender, the applicable Fronting Bank and the Administrative Agent, such fronting fee shall be paid by reducing the applicable Letter of Credit Fee otherwise payable to such Non-NAIC Lender by an amount equal to such fronting fee and paying the same to the applicable Fronting Bank. Notwithstanding the foregoing, under no circumstances shall any Credit Party be obligated to pay any fees or increase in fees as a result of any actions taken pursuant to this Section 3.1(i).