Common use of Lenders’ Commitments Clause in Contracts

Lenders’ Commitments. (a) The Dollar Commitments, Commitment Percentages, and identities of the 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(a): (i) 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 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 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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) The Dollar CommitmentsOn the terms and subject to the conditions set forth in this Loan Agreement, Commitment Percentagesthe Lenders shall make the Initial Advance and shall make Ongoing Maintenance Advances, and identities 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. (but not d) After the overall Commitmentmaking 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) may Without regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be changedentitled 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 assignment of Dollar Commitments Lenders hereunder to pay any costs and Commitment Percentages with expenses in defending the Collateral against any lawsuits or in any other Persons who determine to become “Lenders”, provided, however, that proceedings (iincluding attorneys’ fees) 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower Advances made from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(a): (i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, Lenders hereunder during the occurrence 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 continuance of an order for relief under the Bankruptcy Code with respect Unmatured Event of Default or an Event of Default shall collectively be referred 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 Percentagesherein as “Protective Advances”). (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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) Subject to Section 7.1 of the Agency Agreement (which provides for assignments and assumptions of commitments), each Lender’s “Percentage Commitment”, and “Dollar Commitment” is set forth on EXHIBIT 2.22(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 Borrowers 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, Commitment PercentagesPercentage Commitments, 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 Percentage Commitments amongst the Lenders or with other Persons who determine to become “Lenders”, provided, however, that (i) Unless however unless an Event of Default has occurred and is continuing (in which event, no consent of the Lead Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior written consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lead Borrower provides the Lender Administrative Agent with written objection, not more than five Five (5) Business Days after the Lender Administrative Agent shall have given the Lead 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 terms 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 total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Lead Borrower from time to time by the LenderAdministrative Agent, of any assignment or allocation referenced in Section 2-23(a2.22(d): (i) The Lead Borrower and the other Borrowers, if required by the Administrative Agent, shall execute replacement one or more Revolving Credit Notes (which notes shall replace any Revolving Credit Notes theretofore provided by the Borrowers) to reflect such changed Dollar Commitments, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Administrative Agent (which promptly thereafter shall cancel and deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, if any). In the event that the Administrative 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 BorrowerBorrowers, the LenderAdministrative Agent, in lieu of causing the Lead Borrower to execute one or more new Revolving Credit Notes, may issue the LenderAdministrative Agent’s Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage 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 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.

Lenders’ Commitments. (a) The Dollar CommitmentsSubject to the terms and conditions hereof, Commitment Percentages, and identities of the Lenders (but not severally agree to make Accommodation available to the overall Commitment) may be changed, Borrower under the Credit Facility from time to time by provided that the assignment aggregate amount 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 prior consent of the Borrower (not Accommodation to be unreasonably withheld), which consent will be deemed given unless made available by each Lender under the Borrower provides Credit Facility shall not at any time exceed 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 terms 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 total Dollar Individual Commitment of such assigning Lender. (b) Upon written notice given Lender and further provided that the Borrower from aggregate amount of Accommodation outstanding under the Credit Facility shall not at any time to time by exceed the Lender, amount of any assignment or allocation referenced in Section 2-23(a): (i) The Borrower the Credit Facility. All Accommodation requested under the Credit Facility 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 Lender (which promptly thereafter shall deliver be made available to the Borrower contemporaneously by all of 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 Lenders. Each Lender shall provide to the BorrowerBorrower its Commitment Share of each Accommodation, whether such Accommodation is made available or continued, as the Lendercase may be, in lieu by way of causing the Borrower to execute one drawdown, rollover or more new Revolving Credit Notesconversion. The number of different types of Accommodations outstanding at any time shall not exceed ten and, may issue the Lender’s Certificate confirming the resulting Commitments and Commitment Percentages. (ii) Such change for such purposes, LIBOR Loans having different Interest Periods 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 constitute different types 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 Accommodations. No Lender shall be relieved responsible for any default by any other Lender in its obligation to provide its Commitment Share of any obligations or responsibilities Accommodation nor shall the Individual Commitment of any Lender be increased as a result of any such default of another Lender. The failure of any Lender to make available to the Borrower its Commitment Share of any Accommodation shall not relieve any other Lender of its obligation hereunder thereafter. (iii) The to make available to the Borrower shall maintain a register identifying its Commitment Share of such Accommodation. Notwithstanding any other provision hereof, the Agent is authorized by the Borrower and the Lenders from time to timeallocate amongst the Lenders the LIBOR Loans to be advanced in such manner and amounts as the Agent may, in its sole and unfettered discretion acting reasonably, consider necessary, rounding up or down, so as to ensure that no Lender is required to advance a LIBOR Loan for a fraction of U.S. $100,000.

Lenders’ Commitments. (a) 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 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, Commitment Percentages, Percentage Commitments 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 Percentage Commitments amongst the Lenders or with other Persons who determine to become “Lenders”, provided, however, that (i) Unless however 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 Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five (5) Business Days after the Lender 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 terms 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 total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(a2.21(d): (i) The Borrower Borrower, if required by the Agent, shall execute replacement 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, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced) provided however, 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 LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the LenderAgent’s Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage 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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) The Dollar Commitments, Commitment Percentages, and identities of the 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(a23(c): (i) 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 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 's Certificate confirming the resulting Commitments and Commitment Percentages. (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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time. (c) Intentionally Omitted.

Lenders’ Commitments. (a) The Dollar CommitmentsOn the terms and subject to the conditions set forth in this 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”), in each case, for the purposes set forth in Section 2.8(a); provided, however that (i) subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances) 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 Percentagesas 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 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) So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below, and identities 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 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. (d) 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 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 (but not the overall Commitment) may be changedsuch Advances, together with any Advances made from time to time by the assignment of Dollar Commitments Lenders hereunder to pay any costs and Commitment Percentages with expenses in defending the Collateral against any lawsuits or in any other Persons who determine to become “Lenders”, provided, however, that proceedings (iincluding attorneys’ fees) 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower Advances made from time to time by the Lender, Lenders hereunder after and during the continuance of any assignment an Unmatured Event of Default or allocation referenced in Section 2-23(a): (i) The Borrower an Event of Default shall execute replacement one or more Revolving Credit Notes collectively be referred to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes herein as “Protective Advances”). Notwithstanding anything herein to the Lender (which promptly thereafter shall deliver 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 Borrower the Revolving Credit Notes so replaced) provided howevercontrary, in the event it is understood 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 Borrowermaking of each of the First Initial Advance and the Second Initial Advance, the Lender, in lieu aggregate principal amount of causing all Advances outstanding under this Loan Agreement after the Borrower making of such Advance (including any Protective Advances) may have exceeded the Borrowing Base so long as all other conditions precedent to execute one or more new Revolving Credit Notes, may issue the Lender’s Certificate confirming the resulting Commitments and Commitment Percentagesmaking of such Advance were satisfied. (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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) The Dollar CommitmentsSubject to the terms and conditions hereof, Commitment Percentages, and identities of the Lenders (but not severally agree to extend credit to the overall Commitment) may be changed, Borrowers hereunder from time to time provided that the aggregate amount of credit extended by each Lender under 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 Credit Facilities shall not at any time exceed the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the 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 terms 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 total Dollar Individual Commitment of such assigning Lender. (b) Upon written notice given Lender and further provided that the Borrower from aggregate amount of credit outstanding under the Credit Facilities shall not at any time exceed the amount of the Credit Facilities referred to time by the Lender, of any assignment or allocation referenced in Section 2-23(a): (i) The 2.01 as the same may be reduced pursuant to Section 2.04. All credit requested under the Credit Facilities by a particular Borrower shall execute replacement one or more Revolving Credit Notes be made available to reflect such changed Dollar Commitments, Borrower contemporaneously by all of the Lenders who have made an Individual Commitment 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 such 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 Facility. Each such written notice and any Person added as a Lender shall have all rights and privileges provide to the applicable Borrower its Pro Rata Share of a Lender hereunder thereafter as if each credit under such Person had been a signatory to this Agreement and any other Loan Document to which a Lender Credit Facility, whether such credit is a signatory and any person removed as a extended by way of drawdown, rollover or conversion. No Lender shall be relieved responsible for any default by any other Lender in its obligation to provide its Pro Rata Share of any obligations or responsibilities 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. 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 thereafter. (iii) The to make available to such Borrower shall maintain a register identifying its Pro Rata Share of such credit. Notwithstanding any other provision hereof, the Agent is authorized by the Borrowers and the Lenders from time to timeallocate 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 as to ensure that no Lender is required to accept a Bankers’ Acceptance for a fraction of $100,000 or advance a LIBOR Loan for a fraction of U.S. $200,000 and, in such event, the 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 a Lender’s Pro Rata Share with respect to such Bankers’ Acceptances and LIBOR Loans exceeding its Individual Commitment.

Lenders’ Commitments. (a) The Dollar CommitmentsSubject to the terms and conditions hereof, Commitment Percentages, and identities of the Lenders (but not severally agree to extend credit to the overall Commitment) may be changed, Borrowers hereunder from time to time provided that the aggregate amount of credit extended by each Lender under 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 Credit Facilities shall not at any time exceed the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the 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 terms 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 total Dollar Individual Commitment of such assigning Lender. (b) Upon written notice given Lender and further provided that the Borrower from aggregate amount of credit outstanding under the Credit Facilities shall not at any time exceed the amount of the Credit Facilities referred to time by the Lender, of any assignment or allocation referenced in Section 2-23(a): (i) The 2.1 as the same may be reduced pursuant to Section 2.4. All credit requested under the Credit Facilities by a particular Borrower shall execute replacement one or more Revolving Credit Notes be made available to reflect such changed Dollar Commitments, Borrower contemporaneously by all of the Lenders who have made an Individual Commitment 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 such 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 Facility. Each such written notice and any Person added as a Lender shall have all rights and privileges provide to the applicable Borrower its Pro Rata Share of a Lender hereunder thereafter as if each credit under such Person had been a signatory to this Agreement and any other Loan Document to which a Lender Credit Facility, whether such credit is a signatory and any person removed as a extended by way of drawdown, rollover or conversion. No Lender shall be relieved responsible for any default by any other Lender in its obligation to provide its Pro Rata Share of any obligations or responsibilities 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. 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 thereafter. (iii) The to make available to such Borrower shall maintain a register identifying its Pro Rata Share of such credit. Notwithstanding any other provision hereof, the Agent is authorized by the Borrowers and the Lenders from time to timeallocate 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 as to ensure that no Lender is required to accept a Bankers' Acceptance for a fraction of CDN$100,000 or advance a LIBOR Loan for a fraction of US$200,000 and, in such event, the 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 a Lender's Pro Rata Share with respect to such Bankers' Acceptances and LIBOR Loans exceeding its Individual Commitment.

Lenders’ Commitments. (a) The Dollar CommitmentsOn the terms and subject to the conditions set forth in this Loan Agreement, Commitment Percentagesthe Lenders shall make the Initial Advance and Ongoing Maintenance Advances, and identities 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) the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (excluding any Protective Advances) 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 (but excluding any Protective Advances) shall not exceed the overall CommitmentBorrowing 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 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 changedentitled 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 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 discretion (such Advances, together with any Advances made from time to time by the assignment of Dollar Commitments Lenders hereunder to pay any costs and Commitment Percentages with expenses in defending the Collateral against any lawsuits or in any other Persons who determine to become “Lenders”, provided, however, that proceedings (iincluding attorneys’ fees) 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower Advances made from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(a): (i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, Lenders hereunder during the occurrence 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 continuance of an order for relief under the Bankruptcy Code with respect Unmatured Event of Default or an Event of Default shall collectively be referred 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 Percentagesherein as “Protective Advances”). (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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) The obligations of each Tranche A Lender are several and not joint. As between the Tranche A Lenders and the Tranche B Lender, the obligations are several and not joint. No Tranche A Lender shall have any obligation to the Borrowers to make any loan or advance under the Revolving Credit in excess of the lesser of: (i) that Tranche A Lender's Tranche A Commitment Percentage of the subject loan or advance or of Availability; and (ii) that Tranche A Lender's unused Tranche A Dollar Commitment (b) No Tranche A Lender shall have any liability to any Borrower on account of the failure of any other Tranche A 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 Tranche A Dollar Commitments, Tranche A Commitment Percentages, and identities of the Tranche A Lenders (but not the overall Tranche A Commitment) may be changed, from time to time by the reallocation or assignment of Tranche A Dollar Commitments and Tranche A Commitment Percentages amongst the Tranche A Lenders or with other Persons who determine to become “"Tranche A Lenders”", providedPROVIDED, however, thatHOWEVER, (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Lead Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Tranche A Lender shall be in an amount not less than $10,000,000 and shall be subject to the prior consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Lead Borrower provides the Lender Agent with written objection, objection not more than five (5) Business Days after the Lender Agent shall have given the Lead Borrower written notice of a such proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each the ratio (expressed as a percentage) of the Dollar Commitment reallocated or assigned Dollar Commitment to any Person remains the same percentage of to the overall Commitment (in terms of dollars) as Dollar Commitments equals the reallocated Commitment Percentage is assigned or reallocated 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 total Dollar Commitment of such assigning Lender. (bd) Upon written notice given to the Lead Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(a2.22(c): (i) The Borrower Lead Borrower, on behalf of itself and the other Borrowers, shall execute replacement one or more replacement Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities Tranche A Lenders and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall cancel and deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however), PROVIDED HOWEVER, 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 BorrowerBorrowers, the LenderAgent, in lieu of causing the Borrower Lead Borrower, on behalf of itself and the other Borrowers, to execute one or more new Revolving Credit Notes, may issue the Lender’s Certificate 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 a Tranche 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 the Tranche A Lenders are signatories and any person removed as a Lender shall thereafter be relieved of any obligations or responsibilities of a Tranche A Lender hereunder thereafterand thereunder. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (ai) The Dollar Commitments, Commitment Percentages, and identities of the 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 (iA) 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 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). (iiB) 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 terms of dollars) as the reallocated Commitment Percentage is to such Person. (iiiC) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (bii) Upon written notice given the Borrower from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(a): (iA) 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 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. (iiB) 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. (iiiC) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) The Dollar CommitmentsOn the terms and subject to the conditions set forth in this Loan Agreement, Commitment Percentagesthe Lenders made the Initial Advance pursuant to the Original Loan Agreement and shall make Ongoing Maintenance Advances, and identities 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) 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, the Lenders made the Initial Advance 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 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) 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 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 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 discretion (but not the overall Commitment) may be changedsuch Advances, together with any Advances made from time to time by the assignment of Dollar Commitments Lenders hereunder to pay any costs and Commitment Percentages with expenses in defending the Collateral against any lawsuits or in any other Persons who determine to become “Lenders”, provided, however, that proceedings (iincluding attorneys’ fees) 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower Advances made from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(a): (i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, Lenders hereunder during the occurrence 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 continuance of an order for relief under the Bankruptcy Code with respect Unmatured Event of Default or an Event of Default shall collectively be referred 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 Percentagesherein as “Protective Advances”). (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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) Subject to Section 18.1 (which provides for assignments and assumptions of commitments), each Lender’s “Percentage Commitment”, and “Dollar Commitment” as of the 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, Commitment Percentages, Percentage Commitments and identities of the Lenders (but not the overall Commitment) may be changed, from time to time in accordance with Section 2.22 or by the reallocation or assignment of Dollar Commitments and Commitment Percentages Percentage Commitments amongst the Lenders or with other Persons who determine to become “Lenders”, provided, however, that (i) Unless however 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 Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five (5) Business Days after the Lender 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 terms 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 total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(a):2.21(d) or any increase in the Dollar Commitments pursuant to Section 2.22: (i) The Borrower Borrower, if required by the Agent, shall execute replacement one or more Revolving Credit Notes (which notes shall replace or supplement, as the case may be, any Revolving Credit Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced) provided however, 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 LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the LenderAgent’s Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage 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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) The Dollar CommitmentsOn the terms and subject to the conditions set forth in this 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”), in each case, for the purposes set forth in Section 2.8(a); provided, however that (i) subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances) 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 Percentagesas 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 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) So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below, and identities 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 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 (d) 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 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 (but not the overall Commitment) may be changedsuch Advances, together with any Advances made from time to time by the assignment of Dollar Commitments Lenders hereunder to pay any costs and Commitment Percentages with expenses in defending the Collateral against any lawsuits or in any other Persons who determine to become “Lenders”, provided, however, that proceedings (iincluding attorneys’ fees) 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower Advances made from time to time by the Lender, Lenders hereunder after and during the continuance of any assignment an Unmatured Event of Default or allocation referenced in Section 2-23(a): (i) The Borrower an Event of Default shall execute replacement one or more Revolving Credit Notes collectively be referred to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes herein as “Protective Advances”). Notwithstanding anything herein to the Lender (which promptly thereafter shall deliver 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 Borrower the Revolving Credit Notes so replaced) provided howevercontrary, in the event it is understood 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 Borrowermaking of each of the First Initial Advance and the Second Initial Advance, the Lender, in lieu aggregate principal amount of causing all Advances outstanding under this Loan Agreement after the Borrower making of such Advance (including any Protective Advances) may have exceeded the Borrowing Base so long as all other conditions precedent to execute one or more new Revolving Credit Notes, may issue the Lender’s Certificate confirming the resulting Commitments and Commitment Percentagesmaking of such Advance were satisfied. (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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) The Dollar CommitmentsTerm Loan Commitment, Commitment Percentagesthe 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 Dollar Commitments and Commitment Percentages the Loans by the Lenders with other Persons who determine to become “Lenders”, provided, however, that (i) Unless [Intentionally Omitted]. (ii) Any assignment shall be subject to the prior written consent of the Agent (not to be unreasonably withheld) and (b) unless an Event of Default has occurred and is continuing (in which eventcontinuing, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), and which consent will shall be deemed to be given unless the Borrower provides the Lender Agent with written objection, not more than objection within five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignmentnotice). (ii) Any , in each case, unless 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 terms of dollars) as the reallocated Commitment Percentage is to an Approved Fund, which shall not require such Personapproval. (iii) [Intentionally Omitted]. (iv) No such assignment shall be in an amount less than Ten Five Million Dollars ($10,000,000.005,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(a): (i) The Borrower shall execute replacement one or more replacement Revolving Credit Notes or Term Loan Notes, as applicable, to reflect such changed Dollar Commitments, Commitment PercentagesCommitments or Loans, and identities and shall deliver such replacement Revolving Credit Notes or Term Loan Notes to the Lender Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes or Term Loan Notes so replaced) provided ); provided, however, in the event that a 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 LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes or Term Loan Notes, may issue the LenderAgent’s Certificate confirming the resulting Commitments and Commitment PercentagesPro Rata Shares. (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. (iiic) The Borrower Agent shall maintain a register identifying the Lenders Lenders, their names and addresses, and principal amount of the Revolving Credit Loans and Term Loans owing to each Lender, from time to time.

Lenders’ Commitments. (ai) The Dollar CommitmentsOn the terms and subject to the conditions set forth in 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 Fourth A&R Advance in an amount equal to the Fourth A&R Advance Amount, in each case for the purposes set forth in Section 2.8(a); provided, however that (i) subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances) 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 Percentagesas 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 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) So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below, and identities 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 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. (d) 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 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 (but not the overall Commitment) may be changedsuch Advances, together with any Advances made from time to time by the assignment of Dollar Commitments Lenders hereunder to pay any costs and Commitment Percentages with expenses in defending the Collateral against any lawsuits or in any other Persons who determine to become “Lenders”, provided, however, that proceedings (iincluding attorneys’ fees) 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower Advances made from time to time by the Lender, Lenders hereunder after and during the continuance of any assignment an Unmatured Event of Default or allocation referenced in Section 2-23(a): (i) The Borrower an Event of Default shall execute replacement one or more Revolving Credit Notes collectively be referred to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes herein as “Protective Advances”). Notwithstanding anything herein to the Lender (which promptly thereafter shall deliver 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 Borrower the Revolving Credit Notes so replaced) provided howevercontrary, in the event it is understood 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 Borrowermaking of each of the First Initial Advance and the Second Initial Advance, the Lender, in lieu aggregate principal amount of causing all Advances outstanding under this Loan Agreement after the Borrower making of such Advance (including any Protective Advances) may have exceeded the Borrowing Base so long as all other conditions precedent to execute one or more new Revolving Credit Notes, may issue the Lender’s Certificate confirming the resulting Commitments and Commitment Percentagesmaking of such Advance were satisfied. (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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) Subject to Section 7.1 of the 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, Commitment PercentagesPercentage Commitments, 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 Percentage Commitments amongst the Lenders or with other Persons who determine to become “"Lenders”", provided, however, that (i) Unless however 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 Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Administrative Agent with written objection, not more than five (5) Business Days after the Lender Administrative 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 terms 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 total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Borrower from time to time by the Lender, Administrative Agent of any assignment or allocation referenced in Section 2-23(a2.24(d): (i) The Borrower if required by the Administrative Agent shall execute replacement one or more Revolving Credit Notes (which notes shall replace any Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Administrative Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced) provided however, if any). In the event that the Administrative Agent does not require the delivery of 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 LenderAdministrative Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender’s Administrative Agent's Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage 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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.

Lenders’ Commitments. (a) 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 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, Commitment Percentages, Percentage Commitments 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 Percentage Commitments amongst the Lenders or with other Persons who determine to become “"Lenders”", provided, however, that (i) Unless however 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 Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five (5) Business Days after the Lender 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 terms 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 total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(a2.21(d): (i) The Borrower Borrower, if required by the Agent, shall execute replacement 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, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced) provided however, 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 LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender’s Agent's Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage 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. (iiif) 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 in an integrals of $20,000,000, provided that (i) the Agent, in its sole discretion, has provided its written consent to such increase and (ii) as of the date of the request and the effective date of such increase, no Default or Event of Default shall exist and be continuing, provided, that without the prior written consent of a Lender, the amount of such Lender’s 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. 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), Notes describing that Lender’s or other assuming financial institution’s Pro Rata share of the Dollar Commitments. (iv) By executing and delivering a Joinder and Assumption Agreement, the Lender or other assuming financial institution thereunder, acknowledges and agrees that (1) it has received a copy of this Agreement, 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 and based on such documents as it deems appropriate at the time, continue to make 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 performed by it as a Lender. (v) The Agent shall maintain at the Agent’s office a copy of each such Joinder and Assumption Agreement delivered to it and a register identifying for recordation of the names and addresses of the Lenders from time 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 and the assuming 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 deem each Person whose name is recorded in such register as a Lender hereunder for all purposes of this Agreement. (vi) The Agent shall promptly inform the Lenders of the identity 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, each Lender or other financial institution assuming an increase in the Dollar Commitments shall make such Revolving Credit Loans, and Lender which is a Lender as of the Closing Date shall receive such repayments on outstanding Revolving Credit Loans of each Lender, as shall be necessary to timecause the outstanding Revolving Credit Loans of each Lender, as of the 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 effective date of such increase in the Dollar Commitments.

Lenders’ Commitments. (a) 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 (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, 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 Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five Five (5) Business Days after the Lender 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 terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment 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 be in an amount less than Ten Million Dollars subject to the prior consent of the Borrower ($10,000,000.00not to be unreasonably withheld), orwhich consent will be deemed given unless the Borrower provides the Agent with written objection, if less, not more than five (5) Business Days after the total Dollar Commitment Agent shall have given the Borrower written notice of such assigning Lenderproposed replacement. (bd) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(a20(c): (i) The Borrower shall execute replacement 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 Lender Agent (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 LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender’s Agent's Certificate confirming the resulting Commitments and Commitment Percentages. (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. (iiie) The Borrower shall maintain recognizes that the Agent's exercise of any discretion accorded to the Agent herein and of its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a register identifying certain Agency Agreement amongst the Agent and the Lenders. The provisions of the Agency Agreement relating to voting rights of the Lenders from time shall be subject to timethe approval of the Borrower, which approval shall not be unreasonably delayed or withheld. The Borrower acknowledges that the Borrower's approval of the voting rights shall be deemed furnished if the voting rights provisions described in EXHIBIT 2-20 hereto are incorporated in the Agency Agreement.

Lenders’ Commitments. (a) 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 (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, 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 Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five Five (5) Business Days after the Lender 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 terms 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 total Dollar Commitment of such assigning Lender. (bd) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(a21(c): (i) 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 Lender Agent (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 LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender’s Agent's Certificate confirming the resulting Commitments and Commitment Percentages. (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. (iiie) The Borrower shall maintain recognizes that the Agent's exercise of any discretion accorded to the Agent herein and of its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a register identifying certain Agency Agreement amongst the Lenders from time to timeAgent and the Lenders.

Lenders’ Commitments. (a) The Dollar Commitments, 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 that Lender's Commitment Percentage of the subject loan or advance and further subject to the Agent'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 Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become “"Lenders”", providedPROVIDED, however, thatHOWEVER, (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 Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five Ten (510) Business Days business days after the Lender 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 on a pro-rata basis such that each reallocated or assigned Dollar 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. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (bd) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 21-23(a14(c): (i) The Borrower shall execute replacement one or more Revolving Credit Master Notes or Term Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Master Notes and Term Notes to the Lender Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Master Notes and Term Notes (as defined below) so replaced) provided however, in the event that a Revolving Credit Master Note or Term Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code bankruptcy code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Master Notes or Term Notes, may issue the Lender’s Certificate issue. a certificate confirming the resulting Commitments and Commitment Percentages. (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. (iiie) The Borrower shall maintain recognizes that the Agent's exercise of any discretion accorded to the Agent herein and of its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a register identifying certain Agency Agreement amongst the Agent and the Lenders from time to timedated as of the date hereof and any amendments, modifications, substitutions or replacements thereof.

Lenders’ Commitments. (a) The Dollar CommitmentsSubject to the terms and conditions hereof, Commitment Percentages, and identities of the Lenders (but not severally agree to extend credit to the overall Commitment) may be changed, Borrowers hereunder from time to time provided that the aggregate amount of credit extended by each Lender under 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 Credit Facilities shall not at any time exceed the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the 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 terms 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 total Dollar Individual Commitment of such assigning Lender. (b) Upon written notice given Lender and further provided that the Borrower from aggregate amount of credit outstanding under the Credit Facilities shall not at any time exceed the amount of the Credit Facilities referred to time by the Lender, of any assignment or allocation referenced in Section 2-23(a): (i) The 2.1 as the same may be reduced pursuant to Section 2.4. All credit requested under the Credit Facilities by a particular Borrower shall execute replacement one or more Revolving Credit Notes be made available to reflect such changed Dollar Commitments, Borrower contemporaneously by all of the Lenders who have made an Individual Commitment 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 such 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 Facility. Each such written notice and any Person added as a Lender shall have all rights and privileges provide to the applicable Borrower its Pro Rata Share of a Lender hereunder thereafter as if each credit under such Person had been a signatory to this Agreement and any other Loan Document to which a Lender Credit Facility, whether such credit is a signatory and any person removed as a extended by way of drawdown, rollover or conversion. No Lender shall be relieved responsible for any default by any other Lender in its obligation to provide its Pro Rata Share of any obligations or responsibilities 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. 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 thereafter. (iii) The to make available to such Borrower shall maintain a register identifying its Pro Rata Share of such credit. Notwithstanding any other provision hereof, the Agent is authorized by the Borrowers and the Lenders from time to timeallocate 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 as to ensure that no Lender is required to accept a Bankers’ Acceptance for a fraction of CDN$5,000 or advance a LIBOR Loan for a fraction of US$5,000 and, in such event, the 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 a Lender’s Pro Rata Share with respect to such Bankers’ Acceptances and LIBOR Loans exceeding its Individual Commitment.

Lenders’ Commitments. (a) The Dollar CommitmentsAs 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 conditions of this Agreement, Borrower may request and the Lenders shall make the Fifth A&R Advance in an amount equal to the Fifth A&R Advance Amount, solely for the purposes set forth in Section 2.8(a); provided, however that (i) subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances) 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 Percentagesas set forth in Schedule 2.1(b), as the same is amended (or deemed amended) from time to time by Assignment and Assumption Agreements executed 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. (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 identities subject to the conditions set forth in this Loan Agreement, on or prior to the Commitment 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) 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 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 (but not the overall Commitment) may be changedsuch Advances, together with any Advances made from time to time by the assignment of Dollar Commitments Lenders hereunder to pay any costs and Commitment Percentages with expenses in defending the Collateral against any lawsuits or in any other Persons who determine to become “Lenders”, provided, however, that proceedings (iincluding attorneys’ fees) 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower Advances made from time to time by the LenderLenders hereunder after and during the continuance of an Unmatured Event of Default or an Event of Default shall collectively be referred to herein as “Protective Advances”; Existing Advances, of any assignment or allocation referenced in Section 2-23(a): (i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitmentsthe Fifth A&R Advance, Commitment PercentagesOngoing Maintenance Advances and Protective Advances are each, and identities and shall deliver such replacement Revolving Credit Notes individually, an “Advance” and, collectively, the “Advances”). Notwithstanding anything herein to the Lender (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided howevercontrary, 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 any Protective Advance, such ‎Protective Advance may be made by 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 written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as Lenders even if such Person had been a signatory Protective Advance, when taken ‎together with the outstanding balance of all previous Advances, would cause the aggregate ‎outstanding balance of the Advances to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed exceed the Borrowing Base as a Lender shall be relieved of any obligations or responsibilities the date of a Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.such ‎Protective Advance. ‎

Lenders’ Commitments. (a) 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 (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, 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 Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five Five (5) Business Days after the Lender 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 terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment 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 be in an amount less than Ten Million Dollars subject to the prior consent of the Borrower ($10,000,000.00not to be unreasonably withheld), orwhich consent will be deemed given unless the Borrower provides the Agent with written objection, if less, not more than five (5) Business Days after the total Dollar Commitment Agent shall have given the Borrower written notice of such assigning Lenderproposed replacement. (bd) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(a20(c): (i) The Borrower shall execute replacement 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 Lender Agent (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 LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender’s Agent's Certificate confirming the resulting Commitments and Commitment Percentages. (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. (iiie) The Borrower shall maintain recognizes that the Agent's exercise of any discretion accorded to the Agent herein and of its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a register identifying certain Agency Agreement amongst the Agent and the Lenders. The provisions of the Agency Agreement relating to voting rights of the Lenders from time shall be subject to timethe approval of the Borrower, which approval shall not be unreasonably delayed or withheld. The Borrower acknowledges that the Borrower's approval of the voting rights shall be deemed furnished if the voting rights provisions described in EXHIBIT 2-20 hereto are incorporated in the Agency Agreement.

Lenders’ Commitments. (a) The Dollar CommitmentsOn the terms and subject to the conditions set forth in this Loan Agreement, the Lenders shall make an Advance 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”), in each case, for the purposes set forth in Section 2.8(a); provided, however that (i) subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all Advances from time to time outstanding under this Loan Agreement (including any Protective Advances) 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 Percentagesas 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 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. 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. (b) So long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below, and identities 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. (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 may make Additional Policy Advances to the Borrower in amounts determined by the Lenders in their sole and absolute discretion. (d) 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 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 (but not the overall Commitment) may be changedsuch Advances, together with any Advances made from time to time by the assignment of Dollar Commitments Lenders hereunder to pay any costs and Commitment Percentages with expenses in defending the Collateral against any lawsuits or in any other Persons who determine to become “Lenders”, provided, however, that proceedings (iincluding attorneys’ fees) 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 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 terms 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 total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower Advances made from time to time by the Lender, Lenders hereunder after and during the continuance of any assignment an Unmatured Event of Default or allocation referenced in Section 2-23(a): (i) The Borrower an Event of Default shall execute replacement one or more Revolving Credit Notes collectively be referred to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes herein as “Protective Advances”). Notwithstanding anything herein to the Lender (which promptly thereafter shall deliver 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 Borrower the Revolving Credit Notes so replaced) provided howevercontrary, in the event it is understood 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 Borrowermaking of each of the First Initial Advance and the Second Initial Advance, the Lender, in lieu aggregate principal amount of causing all Advances outstanding under this Loan Agreement after the Borrower making of such Advance (including any Protective Advances) may exceed the Borrowing Base so long as all other conditions precedent to execute one or more new Revolving Credit Notes, may issue the Lender’s Certificate confirming the resulting Commitments and Commitment Percentagesmaking of such Advance are satisfied. (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. (iii) The Borrower shall maintain a register identifying the Lenders from time to time.