Account Control Agreement, dated as of June 7, 2012



 Exhibit 10.5 
 ACCOUNT CONTROL AGREEMENT 
 THIS ACCOUNT CONTROL AGREEMENT
(this “Agreement”) is dated as of June 7, 2012, among ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD (“Pledgor”) with an address at 27 Richmond Road, Pembroke HM08, Bermuda, THE BANK OF NEW YORK
MELLON, as custodian (“Custodian”), with an address of BNY Mellon Center, Pittsburgh, PA 15258, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”) for the lenders under the Credit
Agreement (the “Credit Agreement”) among the Pledgor, Allied World Assurance Company, Ltd, Allied World Assurance Company Holdings, AG, and the lenders from time to time party thereto (the “Lenders”). 

Recitals: 

Pledgor and the Custodian are parties to a certain Custody Agreement dated as of November 19, 2001 (the “Custody
Agreement”), governing the Account (as hereinafter defined); 
 Pursuant to the Pledge and Security Agreement, dated as
of the date hereof, between Pledgor and the Administrative Agent for the benefit of the Lenders (the “Security Agreement”), Pledgor has pledged to the Administrative Agent for the benefit of the Lenders securities account number
AWAF1003002 (the “Securities Account”) and the related deposit account, if any, described therein (the “Deposit Account” and collectively with the Securities Account, the “Account”) together with
all financial assets, investment property, securities, securities entitlements, cash and other property therein; and 
 The
Lenders have appointed the Administrative Agent as the Lenders’ agent in relation to the Security Agreement. 
 Pledgor,
Custodian and Administrative Agent are entering into this Agreement to provide for the control of the Account and to perfect the security interest of Administrative Agent therein. 

The terms “deposit account”, “entitlement holder”, “entitlement order”, “financial asset”,
“investment property”, “proceeds”, “security”, “security entitlement” and “securities intermediary” shall have the meanings set forth in Articles 8 and 9 of the Uniform Commercial Code as in effect
from time to time in the State of New York (hereinafter, “UCC”). 
 Pledgor and the Administrative Agent hereby
appoint the Custodian as custodian, bailee and securities intermediary of all cash and financial assets at any time delivered to, or deposited with, the Custodian to be credited to the Account. The Custodian hereby accepts the foregoing appointment
as custodian, bailee, securities intermediary and agent. 
 Therefore, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: 
 1. The Account. Custodian hereby represents and warrants to Administrative Agent and Pledgor that (a) the Account has been established in the name of Pledgor and (b) to the
best of Custodian’s knowledge, except for the claims and interest of Administrative Agent and 







 
Pledgor in the Account (subject to any claim in favor of Custodian permitted under Section 2), Custodian does not know of any claim to or interest in the Account. All parties agree that the
Securities Account and all property held by Custodian in the Securities Account or credited to the Securities Account and all other rights of Pledgor against the Custodian arising out of the Securities Account will be treated as investment property
under Article 9 of the UCC and financial assets under Article 8 of the UCC. The Custodian makes no representation or warranty, and shall have no responsibility or liability, with respect to the effectiveness of this Agreement in perfecting such
security interest. 
 2. Priority of Lien. Custodian hereby acknowledges the security interest granted to
Administrative Agent by Pledgor. Custodian hereby subordinates all liens, encumbrances, claims and rights of setoff it may have against the Account or any financial asset carried in the Account or any credit balance in the Account to the security
interests of the Administrative Agent and agrees that, except for its lien on financial assets in the Account to secure payment for financial assets purchased for the Account and customary fees and charges pursuant to the Custody Agreement, it will
not assert any such lien, encumbrance, claim or right against the Account or any financial asset and other property carried in the Account or any credit balance in the Account. Custodian will not agree with any third party that Custodian will comply
with entitlement orders concerning the Account originated by such third party. 
 3. Control. Custodian
will comply at all times with instructions, including entitlement orders, originated by Administrative Agent concerning the Account without further consent by Pledgor or any other person. Custodian shall make transfers of cash and trades of
financial assets and other property held in the Account at the direction of Pledgor, or Pledgor’s authorized representative, and comply with instructions, including entitlement orders, and such other direction concerning the Account from
Pledgor, or Pledgor’s authorized representatives, until such time as Administrative Agent delivers a written notice to Custodian and Pledgor that Administrative Agent is thereby exercising exclusive control over the Account (the “Notice of
Exclusive Control”). After Custodian receives the Notice of Exclusive Control, Custodian will cease complying with written instructions, including entitlement orders, or other directions concerning the Account originated by Pledgor or
Pledgor’s representatives. 
 It is understood and agreed that the Custodian’s duty to comply with instructions and
entitlement orders from the Administrative Agent regarding the Account is absolute, and the Custodian shall be under no duty or obligation, nor shall it have the authority, to inquire or determine whether or not such instructions are in accordance
with the Security Agreement or any other agreement, nor seek confirmation thereof from Pledgor or any other person. In case of any conflict between the entitlement orders or instructions received by the Custodian from the Administrative Agent and
any entitlement orders or instructions received by the Custodian from the Pledgor or any other person other than the Administrative Agent in accordance with this Agreement, the entitlement orders and instructions originated by the Administrative
Agent shall prevail. 
 4. Statements and Notices of Adverse Claims; Access to Reports. Custodian will send
copies of all monthly statements concerning the Account to each of Pledgor and Administrative Agent, within ten (10) business days of the end of each calendar month and at and as of such other times as Administrative Agent may reasonably
request, in all cases at the 

  
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address set forth in Section 12 of this Agreement. Upon receipt of written notice of any lien, encumbrance or adverse claim against the Account or in any financial asset or other property
carried therein, Custodian will make all reasonable efforts to notify Administrative Agent and Pledgor thereof. Further, upon any pledge, release or substitution of financial assets or other property in the Account, Custodian shall notify
Administrative Agent within one business day of such change. 
 5. Limited Responsibility of Custodian.
Custodian shall have no responsibility or liability to Administrative Agent for making trades of financial assets held in the Account at the direction of Pledgor, or Pledgor’s authorized representatives, or complying with entitlement orders
concerning the Account from Pledgor, or Pledgor’s authorized representatives, that are received by Custodian before Custodian receives a Notice of Exclusive Control. Custodian shall have no responsibility or liability to Pledgor for complying
with a Notice of Exclusive Control or complying with entitlement orders concerning the Account originated by Administrative Agent, even if Pledgor notifies Custodian that the Administrative Agent is not legally entitled to issue the entitlement
order or Notice of Exclusive Control. Custodian shall have no responsibility or liability to Administrative Agent with respect to the value of the Account or any asset held therein. Custodian shall have no duty to investigate or make any
determination as to whether a default exists under any agreement between Pledgor and Administrative Agent and shall comply with a Notice of Exclusive Control even if it believes that no such default exists. This Agreement does not create any
obligation or duty of Custodian other than those expressly set forth herein. 
 6. Indemnification of
Custodian. Pledgor hereby agrees to indemnify, defend and hold harmless Custodian, its directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without
limitation, any and all court costs and reasonable attorney’s fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent as a result of
Custodian’s gross negligence or willful misconduct. 
 7. Termination. The rights and powers granted
herein to Administrative Agent have been granted in order to perfect its security interest in the Account, are powers coupled with an interest and will not be affected by the lapse of time. The obligations of Custodian under Sections 2, 3 and 5
above shall continue in effect until the earlier of (i) the date on which Pledgor makes suitable arrangements with the prior written consent of Administrative Agent following the resignation of Custodian on 30 days’ prior written notice to
Administrative Agent and Pledgor and (ii) Administrative Agent has notified Custodian and Pledgor on 30 days’ prior written notice in writing that this Agreement is to be terminated. 

8. Entire Agreement. This Agreement, any schedules or exhibits hereto and the instructions and notices required or
permitted to be executed and delivered hereunder set forth the entire agreement of the parties with respect to the subject matter hereof. 
 9. Amendments. No amendment, modification or (except as otherwise specified in Section 7 above) termination of this Agreement, nor any assignment of any rights hereunder, shall
be binding on any party hereto unless it is in writing and is signed by each of the parties hereto, and any attempt to so amend, modify, terminate or assign except pursuant to such a writing shall be null and void. No waiver of any rights hereunder,
shall be binding on any party hereto unless such waiver is in writing and signed by the party against whom enforcement is sought. 

  
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 10. Severability. If any term or provision set forth in this Agreement
shall be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall be construed in all respects as if such
invalid or unenforceable term or provision were omitted. 
 11. Successors. The terms of this Agreement
shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. 
 12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given (i) when
delivered in person, or (ii) when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or (iii) upon receipt of notice sent by certified or registered mail, return receipt requested,
postage prepaid, in each case when addressed to the party at the address (or telecopier number) specified for such party below. Any party may change its address for notices in the manner set forth above. 

 

			
	Pledgor:	  	Allied World Assurance Company Holdings, Ltd
		  	27 Richmond Road
		  	Pembroke HM 08, Bermuda
		  	Attn: Marchelle Lewis
		  	Telephone: (441) 278-5680
		  	Telecopy: (441) 295-2618
		
		  	with copies to:
		
		  	Allied World Assurance Company, Ltd
		  	27 Richmond Road
		  	Pembroke HM 08, Bermuda
		  	Attn: Joan Dillard
		  	Telephone: (441) 278-5678
		  	Telecopy: (441) 295-2618
		
		  	and
		
		  	John T. Capetta, Esq.
		  	Kelley Drye & Warren LLP
		  	400 Atlantic Street, 13th Floor
		  	Stamford, CT 06901
		  	Telecopy: (203) 327-2669
		
	Custodian:	  	The Bank of New York Mellon
		  	BNY Mellon Center
		  	Pittsburgh, PA 15258


  
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		  	Attn: Tom Spagnol
		  	Telephone: (412) 236-1315
		  	Telephone: (412) 234-8725
		
	Administrative Agent:	  	Wells Fargo Bank, National Association,
		  	as Administrative Agent
		  	One South Broad St., MAC Y1375-080
		  	Philadelphia, PA 19107
		  	Attn: Casey Connelly
		  	Telephone: (267) 321-7028
		  	Telecopy: (267) 321-7101

 13. Counterparts. This Agreement may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. 
 14. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Regardless of any provision in any other agreement, for
purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” for purposes of Section 9-304 of the UCC and the “securities intermediary’s jurisdiction” for purposes of Sections 9-305 and 8-110 of
the UCC, and the Account (as well as the financial assets related thereto) shall be governed by the laws of the State of New York. 
 15. Waiver of Jury Trial. Pledgor, Custodian and Administrative Agent hereby waive trial by jury in any judicial proceeding involving, directly or indirectly, any matter in any way
arising out of, or related to, or in connection with this Agreement 
 16. Representations. Each party
hereby represents and warrants that the individual executing this Agreement on its behalf has the requisite power and authority to do so and to bind such party to the terms of this Agreement. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered
as of the day and year first above written. 
 ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD, as Pledgor 

 

			
	By:	 	 /s/ Joan H. Dillard

		 	Signature
	Name:	 	Joan H. Dillard
	Title:	 	Executive Vice President and Chief Financial Officer
		
	By:	 	 /s/ Marchelle D. Lewis

		 	Signature
	Name:	 	Marchelle D. Lewis
	Title:	 	Senior Vice President and Treasurer

 THE BANK OF NEW YORK MELLON, as Custodian 

 

			
	By:	 	 /s/ Dawn V. Robertson

		 	Signature
	Name:	 	Dawn V. Robertson
	Title:	 	Vice President

 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent 

 

			
	By:	 	 /s/ Casey Connelly

		 	Signature
	Name:	 	Casey Connelly
	Title:	 	Director


  
 SIGNATURE PAGE
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