Common use of Lenders’ Commitments Clause in Contracts

Lenders’ Commitments. (a) On the terms and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lenders, for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in Section 2.1(e) below, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).

Lenders’ Commitments. (a) On the terms and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial an Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to the Borrower from time in the amount up to time before Seventy One Million Two Hundred Fifty Thousand Dollars ($71,250,000) (the Commitment Termination Date “First Initial Advance”) and a subsequent Advance in such amounts as may be from time the amount of up to time requested by One Hundred One Million Fifty Thousand Dollars ($101,050,000) (the Borrower pursuant to Section 2.2 “Second Initial Advance” and agreed to by together with the LendersFirst Initial Advance, the “Initial Advance”), in each case, for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in subject to Section 2.1(e2.1(d) belowof this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice ofAdvances) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to as provided in Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) . On the Closing Date or a subsequent date agreed to by the Borrower and the Required Lenders, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the First Initial Advance to the Borrower. After the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Second Initial Advance to the Borrower. (cb) After the making of the Initial Advance, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below below, and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower; provided, however, that subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances outstanding under this Loan Agreement (including any Protective Advances) shall not exceed the Borrowing Base. (dc) After the making of the Initial Advance, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (ed) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable sole and absolute discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder after and during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”). Notwithstanding anything herein to the contrary, with respect to any Protective Advance, such Protective Advance may be made by the Lenders even if such Protective Advance, when taken together with the outstanding balance of all previous Advances, would cause the aggregate outstanding balance of the Advances to exceed the Borrowing Base as of the date of such Protective Advance. Furthermore, notwithstanding anything herein to the contrary, it is understood that with respect to the making of each of the First Initial Advance and the Second Initial Advance, the aggregate principal amount of all Advances outstanding under this Loan Agreement after the making of such Advance (including any Protective Advances) may exceed the Borrowing Base so long as all other conditions precedent to the making of such Advance are satisfied.

Lenders’ Commitments. (a) On Subject to Section 19.1 (which provides for assignments and assumptions of commitments), each Lender's "Percentage Commitment", and "Dollar Commitment" is set forth on EXHIBIT 2.21(a). (b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the terms Revolving Credit in excess of the lesser of the following: (i) that Lender's Percentage Commitment of the subject loan or advance or of Availability; and (ii) that Lender's unused Dollar Commitment. (c) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Dollar Commitments, Percentage Commitments and identities of the Lenders may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Percentage Commitments amongst the Lenders or with other Persons who become "Lenders", provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Lender shall be subject to the conditions set forth in this Loan Agreementprior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lenders Borrower provides the Agent with written objection, not more than five (5) Business Days after the Agent shall make have given the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to Borrower written notice of a proposed assignment. (e) Upon written notice given the Borrower from time to time before by the Commitment Termination Date Agent, of any assignment or allocation referenced in Section 2.21(d): (i) The Borrower, if required by the Agent, shall execute one or more Revolving Credit Notes (which notes shall replace any Revolving Credit Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Percentage Commitments, and identities and shall deliver such Revolving Credit Notes to the Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced, if any). In the event that the Agent does not require the delivery of Revolving Credit Notes or that in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Agent's Certificate confirming the resulting Dollar Commitments and Percentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (f) The Borrower may elect to increase the Revolving Credit Loan Ceiling as follows: (i) The Borrower may, by giving at least ten (10) Business Days’ prior written notice to the Agent, request increases in the Revolving Credit Loan Ceiling up to One Hundred Million ($100,000,000) Dollars, in aggregate principal amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lendersin an integrals of $20,000,000, for the purposes set forth in Section 2.8(a); provided, however provided that (i) except as set forth the Agent, in Section 2.1(e) belowits sole discretion, the aggregate principal amount of all Advances from time has provided its written consent to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) shall not exceed the Borrowing Base such increase and (ii) as of the date of the request and the effective date of such increase, no Lender Default or Event of Default shall exist and be obligated to make any Advance to continuing, provided, that without the Borrower to prior written consent of a Lender, the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment Pro Rata share of the Dollar Commitments shall not be increased. Nothing in this Section 2.21(f) shall be construed as a commitment on behalf of the Agent or any Lender to assume any increase in the Dollar Commitments. (ii) Each Person which assumes any portion of an increase in the Dollar Commitments shall be a willing financial institution which qualifies as an Eligible Assignee and shall be acceptable to the Agent. (iii) Borrower and each Lender or other financial institution which assumes all or any portion of a proposed increase in the Dollar Commitments shall execute and deliver to the Agent a Joinder and Assumption Agreement. The effective date of any proposed increase in the Dollar Commitments shall be as specified in the Joinder and Assumption Agreement, but unless the Agent otherwise consents, not earlier than the date which is three (3) Business Days after the date that the Agent has registered the Joinder and Assumption Agreement in the register kept for that purpose by the Agent described below. Upon the effective date of such Joinder and Assumption Agreement, the Lender or other assuming financial institution named therein shall be a Lender for all purposes of this Agreement, with the Pro Rata share of the Dollar Commitments therein set forth in Schedule 2.1(aforth. Borrower agrees that it shall execute and deliver (against delivery by any Lender which has assumed a greater portion of the increased Dollar Commitments of its Notes), as Notes describing that Lender’s or other assuming financial institution’s Pro Rata share of the same is amended Dollar Commitments. (or deemed amendediv) from time to time by Assignment By executing and delivering a Joinder and Assumption Agreements executed pursuant to Section 13.4 Agreement, the Lender or other assuming financial institution thereunder, acknowledges and agrees that (1) it has received a copy of this Loan Agreement, nor shall together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Joinder and Assumption Agreement; (2) it will, independently and without reliance upon the Agent or any Lender be obligated and based on such documents as it deems appropriate at the time, continue to make any Advance its own credit decisions in taking or not taking action under this Agreement; (3) it appoints and authorizes the Agent to take such action and to exercise such powers under this Agreement as are delegated to the Agent by this Agreement, and (4) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be made performed by any other it as a Lender. (bv) On The Agent shall maintain at the Closing Date, so long as Agent’s office a copy of each such Joinder and Assumption Agreement delivered to it and a register for recordation of the names and addresses of the Lenders under the Dollar Commitments and their respective Pro Rata share of the Dollar Commitments. Upon receipt of a completed Joinder and Assumption Agreement executed by the Borrower has requested and the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreementassuming Lender or other financial institution, the Agent shall record the increase in the Dollar Commitments and the assigning Lender’s or other financial institution’s assumption thereof in such register. The entries in such register shall be conclusive in the absence of any manifest error, and Borrower, the Agent and Lenders shall make the Initial Advance to the Borrowerdeem each Person whose name is recorded in such register as a Lender hereunder for all purposes of this Agreement. (cvi) After The Agent shall promptly inform the making Lenders of the Initial Advanceidentity of each Lender or other financial institution which executes a Joinder and Assumption Agreement and shall provide each Lender and Borrower with a revised EXHIBIT 2.21(a) giving effect thereto. On the effective date of such increase in the Dollar Commitments, so long as each Lender or other financial institution assuming an increase in the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders Dollar Commitments shall make Ongoing Maintenance Advances to the Borrower. (d) After the making such Revolving Credit Loans, and Lender which is a Lender as of the Initial AdvanceClosing Date shall receive such repayments on outstanding Revolving Credit Loans of each Lender, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled necessary to make Advances on behalf cause the outstanding Revolving Credit Loans of each Lender, as of the Borrower effective date of such increase in Dollar Commitments to equal such Lender’s applicable Pro Rata share of the Dollar Commitments as adjusted as of the Lenders determine effective date of such increase in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”)Dollar Commitments.

Lenders’ Commitments. (a) On The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the terms Revolving Credit in excess of the lesser of (i) that Lender's Commitment Percentage of the subject loan or advance or of Availability; or (ii) that Lender's Dollar Commitment, (b) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (c) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, (i) Unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Lender shall be subject to the conditions set forth prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in this Loan Agreement, terms of dollars) as the Lenders shall make the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, reallocated Commitment Percentage is to such Person. (d) Upon written notice given the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the LendersAgent, for the purposes set forth of any assignment or allocation referenced in Section 2.8(a); provided, however that 2-21(c): (i) except as set forth The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in Section 2.1(e) belowthe event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the aggregate principal amount Agent, in lieu of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that causing the Borrower has knowledge to execute one or notice of) shall not exceed more new Revolving Credit Notes, may issue the Borrowing Base Agent's Certificate confirming the resulting Commitments and Commitment Percentages. (ii) no Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be obligated to make relieved of any Advance to the Borrower to the extent that the aggregate outstanding amount obligations or responsibilities of such Advances made by such a Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretionthereafter. (e) Without regard The Borrower recognizes that the Agent's exercise of any discretion accorded to the Borrowing Base Agent herein and without any Borrowing Requestof its rights, the Lenders shall be entitled remedies, powers, privileges, and discretions with respect to make Advances on behalf of the Borrower as is subject to a certain Agency Agreement amongst the Lenders determine in their reasonable discretion are necessary in order to make premium payments Agent and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”)Lenders.

Lenders’ Commitments. (a) On the terms and subject to the conditions set forth in this Loan Agreement, the Lenders shall make made an Advance pursuant to the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, Original Loan Agreement to the Borrower from time in the amount up to time before Seventy One Million Two Hundred Fifty Thousand Dollars ($71,250,000) (the Commitment Termination Date “First Initial Advance”) and a subsequent Advance in such amounts as may be from time the amount of up to time requested by One Hundred One Million Fifty Thousand Dollars ($101,050,000) (the Borrower pursuant to Section 2.2 “Second Initial Advance” and agreed to by together with the LendersFirst Initial Advance, the “Initial Advance”), in each case, for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in subject to Section 2.1(e2.1(d) belowof this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice ofAdvances) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to as provided in Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreementbelow, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (dc) After the making of the Initial Advance, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion.; provided, however, that subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances outstanding under this Loan Agreement (including any Protective Advances) shall not exceed the Borrowing Base. GWG DLP Funding IV, LLC Amended and Restated Loan and Security AgreementPage 2 of 68 (ed) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable sole and absolute discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder after and during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”). Notwithstanding anything herein to the contrary, with respect to any Protective Advance, such Protective Advance may be made by the Lenders even if such Protective Advance, when taken together with the outstanding balance of all previous Advances, would cause the aggregate outstanding balance of the Advances to exceed the Borrowing Base as of the date of such Protective Advance. Furthermore, notwithstanding anything herein to the contrary, it is understood that with respect to the making of each of the First Initial Advance and the Second Initial Advance, the aggregate principal amount of all Advances outstanding under this Loan Agreement after the making of such Advance (including any Protective Advances) may have exceeded the Borrowing Base so long as all other conditions precedent to the making of such Advance were satisfied.

Lenders’ Commitments. (a) On The Dollar Commitments, Commitment Percentages, and identities of the terms Lenders (but not the overall Commitment) may be changed, from time to time by the assignment of Dollar Commitments and Commitment Percentages with other Persons who determine to become "Lenders", provided, however, that (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the conditions set forth prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender with written objection, not more than five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in this Loan Agreementterms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the Lenders shall make the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower from time to time before by the Lender, of any assignment or allocation referenced in Section 2-23(c): (i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Termination Date Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Lender, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender's Certificate confirming the resulting Commitments and Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such amounts written notice and any Person added as may a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lenders, for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in Section 2.1(e) below, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrowertime. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the BorrowerIntentionally Omitted. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).

Lenders’ Commitments. (a) On the terms and subject to the conditions set forth in this Loan Agreement, the Lenders shall make made the Initial Advance pursuant to the Original Loan Agreement and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lenders, for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in Section 2.1(e) below, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Initial Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make made the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower; provided, however, that the aggregate principal amount of all Advances outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) shall not exceed the Borrowing Base. (d) After the making of the Initial Advance, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion; provided, however, that the aggregate principal amount of all Advances outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) shall not exceed the Borrowing Base. (e) Without regard to the Borrowing Base and without any Borrowing Request, and whether before or after the Partial Repayment Date, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are abandoned or sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).

Lenders’ Commitments. (a) On Subject to the terms and subject to the conditions set forth in this Loan Agreementhereof, the Lenders shall make the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, severally agree to extend credit to the Borrower Borrowers hereunder from time to time before provided that the aggregate amount of credit extended by each Lender under the Credit Facilities shall not at any time exceed the Individual Commitment Termination Date of such Lender and further provided that the aggregate amount of credit outstanding under the Credit Facilities shall not at any time exceed the amount of the Credit Facilities referred to in such amounts Section 2.1 as the same may be from time to time requested by the Borrower reduced pursuant to Section 2.2 and agreed 2.4. All credit requested under the Credit Facilities by a particular Borrower shall be made available to such Borrower contemporaneously by all of the LendersLenders who have made an Individual Commitment with respect to such Credit Facility. Each such Lender shall provide to the applicable Borrower its Pro Rata Share of each credit under such Credit Facility, for the purposes set forth in Section 2.8(a); providedwhether such credit is extended by way of drawdown, however that (i) except as set forth in Section 2.1(e) below, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge rollover or notice of) shall not exceed the Borrowing Base and (ii) no conversion. No Lender shall be obligated to make responsible for any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made default by any other Lender in its obligation to provide its Pro Rata Share of any credit nor shall the Individual Commitment of any Lender with respect to any of the Credit Facilities be increased as a result of any such default of another Lender. (b) On . The failure of any Lender to make available to a Borrower its Pro Rata Share of any credit shall not relieve any other Lender of its obligation hereunder to make available to such Borrower its Pro Rata Share of such credit. Notwithstanding any other provision hereof, the Closing DateAgent is authorized by the Borrowers and the Lenders to allocate amongst the Lenders the Bankers' Acceptances to be issued and the LIBOR Loans to be advanced under the Credit Facilities in such manner and amounts as the Agent may, in its sole and unfettered discretion acting reasonably, consider necessary, rounding up or down, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one no Lender is required to accept a Bankers' Acceptance for a fraction of CDN$100,000 or more Pledged Policies selected by advance a LIBOR Loan for a fraction of US$200,000 and, in such event, the Lenders Lenders' Pro Rata Shares with respect to such Bankers' Acceptances and LIBOR Loans shall be adjusted accordingly. It is acknowledged that such rounding may result in their sole a Lender's Pro Rata Share with respect to such Bankers' Acceptances and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”)LIBOR Loans exceeding its Individual Commitment.

Lenders’ Commitments. (a) On The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the terms Revolving Credit in excess of the lesser of (i) that Lender's Commitment Percentage of the subject loan or advance or of Availability; or (ii)that Lender's Dollar Commitment, (b) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (c) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment to a Person not then a Lender shall be subject to the conditions set forth prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment. (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in this Loan Agreementterms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required), any appointment of an agent for the Lenders to replace the Agent shall make be subject to the Initial Advance and prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than five (5) Business Days after the Agent shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to have given the Borrower written notice of such proposed replacement. (d) Upon written notice given the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the LendersAgent, for the purposes set forth of any assignment or allocation referenced in Section 2.8(a); provided, however that 2-20(c): (i) except as set forth The Borrower shall execute replacements for one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in Section 2.1(e) belowthe event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the aggregate principal amount Agent, in lieu of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that causing the Borrower has knowledge to execute one or notice of) shall not exceed more new Revolving Credit Notes, may issue the Borrowing Base Agent's Certificate confirming the resulting Commitments and Commitment Percentages. (ii) no Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be obligated to make relieved of any Advance to the Borrower to the extent that the aggregate outstanding amount obligations or responsibilities of such Advances made by such a Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretionthereafter. (e) Without regard The Borrower recognizes that the Agent's exercise of any discretion accorded to the Borrowing Base Agent herein and without any Borrowing Requestof its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a certain Agency Agreement amongst the Agent and the Lenders. The provisions of the Agency Agreement relating to voting rights of the Lenders shall be entitled subject to make Advances on behalf the approval of the Borrower, which approval shall not be unreasonably delayed or withheld. The Borrower as acknowledges that the Lenders determine Borrower's approval of the voting rights shall be deemed furnished if the voting rights provisions described in their reasonable discretion EXHIBIT 2-20 hereto are necessary incorporated in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agency Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).

Lenders’ Commitments. (ai) On the terms and subject to the conditions set forth in this the Original Loan Agreement, the Lenders made an Advance pursuant to the Original Loan Agreement to the Borrower in the amount up to Seventy One Million Two Hundred Fifty Thousand Dollars ($71,250,000) (the “First Initial Advance”) and a subsequent Advance in the amount of up to One Hundred One Million Fifty Thousand Dollars ($101,050,000) (the “Second Initial Advance”; and together with the First Initial Advance, the “Initial Advance”) and (ii) on the Fourth A&R Closing Date, subject to the terms and conditions of this Agreement, Borrower may request and the Lenders shall make the Initial Fourth A&R Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, in an amount equal to the Borrower from time to time before the Commitment Termination Date Fourth A&R Advance Amount, in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lenders, each case for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in subject to Section 2.1(e2.1(d) belowof this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice ofAdvances) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to as provided in Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On So long as the Closing DateBorrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below, so and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (c) So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set 96324738v.8 forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion; provided, however, that subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances outstanding under this Loan Agreement (including any Protective Advances) shall not exceed the Borrowing Base. (ed) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable sole and absolute discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder after and during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”). Notwithstanding anything herein to the contrary, with respect to any Protective Advance, such Protective Advance may be made by the Lenders even if such Protective Advance, when taken together with the outstanding balance of all previous Advances, would cause the aggregate outstanding balance of the Advances to exceed the Borrowing Base as of the date of such Protective Advance. Furthermore, notwithstanding anything herein to the contrary, it is understood that with respect to the making of each of the First Initial Advance and the Second Initial Advance, the aggregate principal amount of all Advances outstanding under this Loan Agreement after the making of such Advance (including any Protective Advances) may have exceeded the Borrowing Base so long as all other conditions precedent to the making of such Advance were satisfied.

Lenders’ Commitments. (a) On The obligations of each Tranche A Lender are several and not joint. As between the terms Tranche A Lenders and subject the Tranche B Lender, the obligations are several and not joint. No Tranche A Lender shall have any obligation to the conditions set forth Borrowers to make any loan or advance under the Revolving Credit in this Loan Agreement, excess of the Lenders shall make the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lenders, for the purposes set forth in Section 2.8(a); provided, however that lesser of: (i) except as set forth in Section 2.1(e) below, that Tranche A Lender's Tranche A Commitment Percentage of the aggregate principal amount subject loan or advance or of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) shall not exceed the Borrowing Base and Availability; and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Tranche A Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender.'s unused Tranche A Dollar Commitment (b) On No Tranche A Lender shall have any liability to any Borrower on account of the Closing Date, so long as failure of any other Tranche A Lender to provide any loan or advance under the Borrower has requested the same pursuant Revolving Credit nor any obligation to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrowerup any shortfall which may be created by such failure. (c) After the making The Tranche A Dollar Commitments, Tranche A Commitment Percentages, and identities of the Initial AdvanceTranche A Lenders (but not the overall Tranche A Commitment) may be changed, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the reallocation or assignment of Tranche A Dollar Commitments and Tranche A Commitment Percentages amongst the Tranche A Lenders hereunder or with other Persons who determine to pay become "Tranche A Lenders", PROVIDED, HOWEVER, (i) Unless an Event of Default has occurred (in which event, no consent of the Lead Borrower is required) any costs assignment to a Person not then a Tranche A Lender shall be in an amount not less than $10,000,000 and expenses in defending shall be subject to the Collateral against prior consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lead Borrower provides the Agent with written objection not more than five (5) Business Days after the Agent shall have given the Lead Borrower written notice of such proposed assignment. (ii) Any such assignment or reallocation shall be on a pro-rata basis such that the ratio (expressed as a percentage) of the Dollar Commitment reallocated or assigned to any lawsuits Person to the overall Dollar Commitments equals the Commitment Percentage assigned or in any other proceedings reallocated to such Person. (including attorneys’ feesd) and any Advances made Upon written notice given to the Lead Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2.22(c): (i) The Lead Borrower, on behalf of itself and the other Borrowers, shall execute one or more replacement Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and Tranche A Lenders hereunder during and shall deliver such replacement Revolving Credit Notes to the occurrence Agent (which promptly thereafter shall cancel and continuance deliver to the Lead Borrower the Revolving Credit Notes so replaced), PROVIDED HOWEVER, that in the event a Revolving Credit Note is to be exchanged following its acceleration or the entry of an Unmatured Event order for relief under the Bankruptcy Code with respect to the Borrowers, the Agent, in lieu of Default causing the Lead Borrower, on behalf of itself and the other Borrowers, to execute one or an Event more new Revolving Credit Notes, may issue a certificate confirming the resulting Tranche A Dollar Commitments and Tranche A Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Tranche A Lender shall have all rights and privileges of Default a Tranche A Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which the Tranche A Lenders are signatories and any person removed as a Lender shall collectively thereafter be referred to herein as “Protective Advances”)relieved of any obligations or responsibilities of a Tranche A Lender hereunder and thereunder.

Lenders’ Commitments. (a) As evidenced by the Existing Agreement, Borrower has previously requested and the Lenders have previously made the Existing Advances (and the commitments relating to such Advances were terminated upon the making of such Existing Advances). Administrative Agent, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ hereby acknowledge and agree that as of the Fifth A&R Closing Date, the aggregate outstanding principal amount of the Existing Advances is $234,160,602.69. (b) On the Fifth A&R Closing Date, subject to the terms and subject to the conditions set forth in of this Loan Agreement, Borrower may request and the Lenders shall make the Initial Fifth A&R Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, in an amount equal to the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the LendersFifth A&R Advance Amount, solely for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in subject to Section 2.1(e2.1(d) belowof this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice ofAdvances) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender▇▇▇▇▇▇’s Commitment as set forth in Schedule 2.1(a2.1(b), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to as provided in Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (bc) On the Closing Date, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below (or otherwise if waived by the Administrative Agent in its sole and absolute discretion), and subject to the conditions set forth in Section 2.2(b) (or any other provision of) this Loan Agreement, the Lenders shall make the Initial Advance on or prior to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan AgreementCommitment Termination Date, the Lenders shall make Ongoing Maintenance Advances (solely with respect to Ongoing Maintenance Costs with respect to scheduled premiums on Pledged Policies payable on or prior to the SecondThird Amendment Expiration Date) to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled (but under no circumstances shall be obligated) to make Advances on behalf of the Borrower as the Lenders determine in their reasonable sole and absolute discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder after and during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”; Existing Advances, the Fifth A&R Advance, Ongoing Maintenance Advances and Protective Advances are each, individually, an “Advance” and, collectively, the “Advances”). Notwithstanding anything herein to the contrary, with respect to any Protective Advance, such Protective Advance may be made by the Lenders even if such Protective Advance, when taken together with the outstanding balance of all previous Advances, would cause the aggregate outstanding balance of the Advances to exceed the Borrowing Base as of the date of such Protective Advance.

Lenders’ Commitments. (a) On Subject to Section 7.1 of the terms Agency Agreement (which provides for assignments and assumptions of commitments), the commitments of each Lender Percentage Commitment and Dollar Commitment are set forth on Exhibit 2.24(a) hereto. (b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) that Lender's Percentage Commitment of the subject loan or advance or of Availability; and (ii) that Lender's unused Dollar Commitment. (c) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Dollar Commitments, Percentage Commitments, and identities of the Lenders may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Percentage Commitments amongst the Lenders or with other Persons who become "Lenders", provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Lender shall be subject to the conditions set forth in this Loan Agreementprior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lenders Borrower provides the Administrative Agent with written objection, not more than five (5) Business Days after the Administrative Agent shall make have given the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to Borrower written notice of a proposed assignment. (e) Upon written notice given the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lenders, for the purposes set forth Administrative Agent of any assignment or allocation referenced in Section 2.8(a); provided, however that 2.24(d): (i) except as set forth in Section 2.1(eThe Borrower if required by the Administrative Agent shall execute one or more Notes (which notes shall replace any Notes theretofore provided by the Borrower) belowto reflect such changed Dollar Commitments, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) Percentage Commitments, and identities and shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of deliver such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered Notes to the Administrative Agent as set forth below (which promptly thereafter shall cancel and subject deliver to the conditions set forth Borrower the Notes so replaced, if any). In the event that the Administrative Agent does not require the delivery of Notes or that in this Loan Agreement, the Lenders shall make event that a Note is to be exchanged following its acceleration or the Initial Advance entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Administrative Agent, in lieu of causing the Borrower to execute one or more new Notes, may issue the Administrative Agent's Certificate confirming the resulting Dollar Commitments and Percentage Commitments. (cii) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders Such change shall be entitled effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments this Agreement and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) Loan Document to which a Lender is a signatory and any Advances made from time to time by the Lenders person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”)thereafter.

Lenders’ Commitments. (a) On Subject to Section 18.1 (which provides for assignments and assumptions of commitments), each Lender’s “Percentage Commitment”, and “Dollar Commitment” as of the terms date hereof is set forth on EXHIBIT 2.21(a). (b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) that Lender’s Percentage Commitment of the subject loan or advance or of Availability; and (ii) that Lender’s unused Dollar Commitment. (c) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Dollar Commitments, Percentage Commitments and identities of the Lenders may be changed, from time to time in accordance with Section 2.22 or by the reallocation or assignment of Dollar Commitments and Percentage Commitments amongst the Lenders or with other Persons who become “Lenders”, provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Lender shall be subject to the conditions set forth in this Loan Agreementprior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lenders Borrower provides the Agent with written objection, not more than five (5) Business Days after the Agent shall make have given the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to Borrower written notice of a proposed assignment. (e) Upon written notice given the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower Agent, of any assignment or allocation referenced in Section 2.21(d) or any increase in the Dollar Commitments pursuant to Section 2.2 and agreed to by the Lenders, for the purposes set forth in Section 2.8(a); provided, however that 2.22: (i) except The Borrower, if required by the Agent, shall execute one or more Revolving Credit Notes (which notes shall replace or supplement, as set forth the case may be, any Revolving Credit Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Percentage Commitments, and identities and shall deliver such Revolving Credit Notes to the Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced, if any). In the event that the Agent does not require the delivery of Revolving Credit Notes or that in Section 2.1(e) belowthe event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the aggregate principal amount Agent, in lieu of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that causing the Borrower has knowledge to execute one or notice of) shall not exceed more new Revolving Credit Notes, may issue the Borrowing Base Agent’s Certificate confirming the resulting Dollar Commitments and Percentage Commitments. (ii) no Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be obligated to make relieved of any Advance to the Borrower to the extent that the aggregate outstanding amount obligations or responsibilities of such Advances made by such a Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lenderthereafter. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).

Lenders’ Commitments. (ai) On The Dollar Commitments, Commitment Percentages, and identities of the terms Lenders (but not the overall Commitment) may be changed, from time to time by the assignment of Dollar Commitments and Commitment Percentages with other Persons who determine to become “Lenders”, provided, however, that (A) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the conditions set forth prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender with written objection, not more than five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignment). (B) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in this Loan Agreementterms of dollars) as the reallocated Commitment Percentage is to such Person. (C) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the Lenders shall make the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to total Dollar Commitment of such assigning Lender. (ii) Upon written notice given the Borrower from time to time before by the Lender, of any assignment or allocation referenced in Section 2-23(a): (A) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Termination Date Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Lender, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender’s Certificate confirming the resulting Commitments and Commitment Percentages. (B) Such change shall be effective from the effective date specified in such amounts written notice and any Person added as may a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (C) The Borrower shall maintain a register identifying the Lenders from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lenders, for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in Section 2.1(e) below, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice of) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lendertime. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).

Lenders’ Commitments. (a) On The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the terms Revolving Credit in excess of that Lender's Commitment Percentage of the subject loan or advance and further subject to the conditions set forth in this Loan AgreementAgent's calculation of Availability. (b) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving credit nor any obligation to make up any shortfall which may be created by such failure. (c) The Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", PROVIDED, HOWEVER, (i) Unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Lender shall make be subject to the Initial Advance prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Ten (10) business days after the Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be in an amount of not less than $1,000,000 and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, on a pro-rata basis such that each reallocated or assigned Commitment Percentage to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (d) Upon written notice given the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the LendersAgent, for the purposes set forth of any assignment or allocation referenced in Section 2.8(a); provided, however that 1-14(c): (i) except The Borrower shall execute replacement one or more Master Notes or Term Notes to reflect such changed Commitment Percentages, and identities and shall deliver such replacement Master Notes and Term Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Master Notes and Term Notes (as set forth defined below) so replaced) provided however, in Section 2.1(e) belowthe event that a Master Note or Term Note is to be exchanged following its acceleration or the entry of an order for relief under the bankruptcy code with respect to the Borrower, the aggregate principal amount Agent, in lieu of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that causing the Borrower has knowledge to execute one or notice of) shall not exceed more new Master Notes or Term Notes, may issue. a certificate confirming the Borrowing Base and resulting Commitment Percentages. (ii) no Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be obligated to make relieved of any Advance to the Borrower to the extent that the aggregate outstanding amount obligations or responsibilities of such Advances made by such a Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretionthereafter. (e) Without regard The Borrower recognizes that the Agent's exercise of any discretion accorded to the Borrowing Base Agent herein and without any Borrowing Requestof its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a certain Agency Agreement amongst the Agent and the Lenders shall be entitled to make Advances on behalf dated as of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) date hereof and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default amendments, modifications, substitutions or an Event of Default shall collectively be referred to herein as “Protective Advances”)replacements thereof.

Lenders’ Commitments. (a) As evidenced by the Existing Agreement, Borrower has previously requested and the Lenders have previously made the Existing Advances ‎(and the commitments relating to such Advances were terminated upon the making of such ‎Existing Advances). Administrative Agent, Borrower and Lenders hereby acknowledge and agree that as of the Fifth A&R Closing Date, the aggregate outstanding principal amount of the Existing Advances is $234,160,602.69. (b) On the Fifth A&R Closing Date, subject to the terms and subject to the conditions set forth in of this Loan Agreement, Borrower may request and the Lenders shall make the Initial Fifth A&R Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, in an amount equal to the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the LendersFifth A&R Advance Amount, solely for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in subject to Section 2.1(e2.1(d) belowof this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice ofAdvances) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a2.1(b), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to as provided in Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (bc) On the Closing Date, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below below, and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance on or prior to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan AgreementCommitment Termination Date, the Lenders shall make Ongoing Maintenance Advances (solely with respect to Ongoing Maintenance Costs with respect to scheduled premiums on Pledged Policies payable on or before February 1, 2022) to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled (but under no circumstances shall be obligated) to make Advances on behalf of the Borrower as the Lenders determine in their reasonable sole and absolute discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder after and during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”; Existing Advances, the Fifth A&R Advance, Ongoing Maintenance Advances and Protective Advances are each, individually, an “Advance” and, collectively, the “Advances”).. Notwithstanding anything herein to the contrary, with respect to any Protective Advance, such ‎Protective Advance may be made by the Lenders even if such Protective Advance, when taken ‎together with the outstanding balance of all previous Advances, would cause the aggregate ‎outstanding balance of the Advances to exceed the Borrowing Base as of the date of such ‎Protective Advance. ‎

Lenders’ Commitments. (a) On The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the terms Revolving Credit in excess of the lesser of (i) that Lender's Commitment Percentage of the subject loan or advance or of Availability; or (ii) that Lender's Dollar Commitment, (b) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (c) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment to a Person not then a Lender shall be subject to the conditions set forth prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than Five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment. (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in this Loan Agreementterms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required), any appointment of an agent for the Lenders to replace the Agent shall make be subject to the Initial Advance and prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than five (5) Business Days after the Agent shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to have given the Borrower written notice of such proposed replacement. (d) Upon written notice given the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the LendersAgent, for the purposes set forth of any assignment or allocation referenced in Section 2.8(a); provided, however that 2-20(c): (i) except as set forth The Borrower shall execute replacements for one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in Section 2.1(e) belowthe event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the aggregate principal amount Agent, in lieu of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that causing the Borrower has knowledge to execute one or notice of) shall not exceed more new Revolving Credit Notes, may issue the Borrowing Base Agent's Certificate confirming the resulting Commitments and Commitment Percentages. (ii) no Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be obligated to make relieved of any Advance to the Borrower to the extent that the aggregate outstanding amount obligations or responsibilities of such Advances made by such a Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretionthereafter. (e) Without regard The Borrower recognizes that the Agent's exercise of any discretion accorded to the Borrowing Base Agent herein and without any Borrowing Requestof its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a certain Agency Agreement amongst the Agent and the Lenders. The provisions of the Agency Agreement relating to voting rights of the Lenders shall be entitled subject to make Advances on behalf the approval of the Borrower, which approval shall not be unreasonably delayed or withheld. The Borrower as acknowledges that the Lenders determine Borrower's approval of the voting rights shall be deemed furnished if the voting rights provisions described in their reasonable discretion EXHIBIT 2-20 hereto are necessary incorporated in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agency Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).

Lenders’ Commitments. (a) On the terms and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the Lenders, for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in Section 2.1(e) below, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including excluding any Protective Advances that the Borrower has knowledge or notice ofAdvances) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower; provided, however, that the aggregate principal amount of all Advances outstanding under this Loan Agreement (excluding any Protective Advances) shall not exceed the Borrowing Base. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion; provided, however, that the aggregate principal amount of all Advances outstanding under this Loan Agreement (excluding any Protective Advances) shall not exceed the Borrowing Base. (e) Without regard to the Borrowing Base and without any Borrowing Request, and whether before or after the Partial Repayment Date, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are abandoned or sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).

Lenders’ Commitments. (a) On the terms and subject to the conditions set forth in this Loan Agreement, the Lenders shall make made an Advance pursuant to the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, Original Loan Agreement to the Borrower from time in the amount up to time before Seventy One Million Two Hundred Fifty Thousand Dollars ($71,250,000) (the Commitment Termination Date “First Initial Advance”) and a subsequent Advance in such amounts as may be from time the amount of up to time requested by One Hundred One Million Fifty Thousand Dollars ($101,050,000) (the Borrower pursuant to Section 2.2 “Second Initial Advance” and agreed to by together with the LendersFirst Initial Advance, the “Initial Advance”), in each case, for the purposes set forth in Section 2.8(a); provided, however that (i) except as set forth in subject to Section 2.1(e2.1(d) belowof this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that the Borrower has knowledge or notice ofAdvances) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to as provided in Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreementbelow, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (dc) After the making of the Initial Advance, so So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion; provided, however, that subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances outstanding under this Loan Agreement (including any Protective Advances) shall not exceed the Borrowing Base. (ed) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable sole and absolute discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder after and during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”). Notwithstanding anything herein to the contrary, with respect to any Protective Advance, such Protective Advance may be made by the Lenders even if such Protective Advance, when taken together with the outstanding balance of all previous Advances, would cause the aggregate outstanding balance of the Advances to exceed the Borrowing Base as of the date of such Protective Advance. Furthermore, notwithstanding anything herein to the contrary, it is understood that with respect to the making of each of the First Initial Advance and the Second Initial Advance, the aggregate principal amount of all Advances outstanding under this Loan Agreement after the making of such Advance (including any Protective Advances) may have exceeded the Borrowing Base so long as all other conditions precedent to the making of such Advance were satisfied.

Lenders’ Commitments. (a) On The Term Loan Commitment, the terms Revolving Credit Commitment, Pro Rata Shares of the Lenders, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the assignment of Commitments and the Loans by the Lenders with other Persons who determine to become “Lenders”, provided, however, that (i) [Intentionally Omitted]. (ii) Any assignment shall be subject to the conditions set forth in this Loan Agreementprior written consent of the Agent (not to be unreasonably withheld) and (b) unless an Event of Default has occurred and is continuing, the Lenders shall make the Initial Advance and shall make Ongoing Maintenance AdvancesBorrower (not to be unreasonably withheld), and may make Additional Policy Advanceswhich consent shall be deemed to be given unless the Borrower provides the Agent with written objection within five Business Days of notice), in each case, unless such assignment is to an Approved Fund, which shall not require such approval. (iii) [Intentionally Omitted]. (iv) No such assignment shall be in an amount less than Five Million Dollars ($5,000,000.00), or, if less, the total Commitment of such assigning Lender. (b) Upon written notice given the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the LendersAgent, for the purposes set forth of any assignment or allocation referenced in Section 2.8(a2-23(a): (i) The Borrower shall execute one or more replacement Revolving Credit Notes or Term Loan Notes, as applicable, to reflect such changed Commitments or Loans, and identities and shall deliver such replacement Revolving Credit Notes or Term Loan Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes or Term Loan Notes so replaced); provided, however however, in the event that (i) except as set forth in Section 2.1(e) belowa Revolving Credit Note or Term Loan Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the aggregate principal amount Agent, in lieu of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that causing the Borrower has knowledge to execute one or notice of) shall not exceed more new Revolving Credit Notes or Term Loan Notes, may issue the Borrowing Base Agent’s Certificate confirming the resulting Commitments and Pro Rata Shares. (ii) no Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be obligated to make relieved of any Advance to the Borrower to the extent that the aggregate outstanding amount obligations or responsibilities of such Advances made by such a Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lender. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrowerthereafter. (c) After The Agent shall maintain a register identifying the making Lenders, their names and addresses, and principal amount of the Initial AdvanceRevolving Credit Loans and Term Loans owing to each Lender, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”)time.

Lenders’ Commitments. (a) On Subject to Section 18.1 (which provides for assignments and assumptions of commitments), each Lender’s “Percentage Commitment”, and “Dollar Commitment” is set forth on EXHIBIT 2.21(a). (b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the terms Revolving Credit in excess of the lesser of the following: (i) that Lender’s Percentage Commitment of the subject loan or advance or of Availability; and (ii) that Lender’s unused Dollar Commitment. (c) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Dollar Commitments, Percentage Commitments and identities of the Lenders may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Percentage Commitments amongst the Lenders or with other Persons who become “Lenders”, provided, however unless an Event of Default has occurred (in which event, no consent of the Borrower is required) any assignment to a Person not then a Lender shall be subject to the conditions set forth in this Loan Agreementprior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lenders Borrower provides the Agent with written objection, not more than five (5) Business Days after the Agent shall make have given the Initial Advance and shall make Ongoing Maintenance Advances, and may make Additional Policy Advances, to Borrower written notice of a proposed assignment. (e) Upon written notice given the Borrower from time to time before the Commitment Termination Date in such amounts as may be from time to time requested by the Borrower pursuant to Section 2.2 and agreed to by the LendersAgent, for the purposes set forth of any assignment or allocation referenced in Section 2.8(a); provided, however that 2.21(d): (i) except as set forth The Borrower, if required by the Agent, shall execute one or more Revolving Credit Notes (which notes shall replace any Revolving Credit Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Percentage Commitments, and identities and shall deliver such Revolving Credit Notes to the Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced, if any). In the event that the Agent does not require the delivery of Revolving Credit Notes or that in Section 2.1(e) belowthe event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the aggregate principal amount Agent, in lieu of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances that causing the Borrower has knowledge to execute one or notice of) shall not exceed more new Revolving Credit Notes, may issue the Borrowing Base Agent’s Certificate confirming the resulting Dollar Commitments and Percentage Commitments. (ii) no Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be obligated to make relieved of any Advance to the Borrower to the extent that the aggregate outstanding amount obligations or responsibilities of such Advances made by such a Lender hereunder exceeds such Lender’s Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed pursuant to Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required to be made by any other Lenderthereafter. (b) On the Closing Date, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make the Initial Advance to the Borrower. (c) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower. (d) After the making of the Initial Advance, so long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (e) Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower as the Lenders determine in their reasonable discretion are necessary in order to make premium payments and to pay other costs and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees) and any Advances made from time to time by the Lenders hereunder during the occurrence and continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”).