10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2013

Commission File No. 001-12257

 ______________________________

MERCURY GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

 ________________________________

California	95-2211612
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4484 Wilshire Boulevard, Los Angeles, California	90010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (323) 937-1060

 _______________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	ý	Accelerated filer	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the Registrant is a shell company (as defined in the Rule 12b-2 of the Exchange Act).    Yes o    No  ý

At July 26, 2013, the Registrant had issued and outstanding an aggregate of 54,958,642 shares of its Common Stock.

MERCURY GENERAL CORPORATION

INDEX TO FORM 10-Q

		Page
PART I - FINANCIAL INFORMATION
Item 1	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	3
	Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss for the Three Months Ended June 30, 2013 and 2012	4
	Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income for the Six Months Ended June 30, 2013 and 2012	5
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012	6
	Condensed Notes to Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures about Market Risks	31
Item 4	Controls and Procedures	33
PART II - OTHER INFORMATION
Item 1	Legal Proceedings	33
Item 1A	Risk Factors	34
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3	Defaults upon Senior Securities	34
Item 4	Mine Safety Disclosures	34
Item 5	Other Information	34
Item 6	Exhibits	34
SIGNATURES		35

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2013		December 31, 2012
	(unaudited)
ASSETS
Investments, at fair value:
Fixed maturity securities (amortized cost $2,413,895; $2,270,903)	$	2,482,052	$	2,408,354
Equity securities (cost $492,573; $475,959)	528,725		477,088
Short-term investments (cost $165,783; $294,607)	165,520		294,653
Total investments	3,176,297		3,180,095
Cash	180,331		158,183
Receivables:
Premiums	356,061		345,387
Accrued investment income	33,783		31,109
Other	17,846		17,756
Total receivables	407,690		394,252
Deferred policy acquisition costs	189,599		185,910
Fixed assets, net	154,884		161,940
Current income taxes	0		7,058
Deferred income taxes	17,689		0
Goodwill	42,796		42,796
Other intangible assets, net	44,593		47,589
Other assets	17,941		11,863
Total assets	$	4,231,820	$	4,189,686
LIABILITIES AND SHAREHOLDERS’ EQUITY
Losses and loss adjustment expenses	$	1,007,036	$	1,036,123
Unearned premiums	938,112		920,429
Notes payable	140,000		140,000
Accounts payable and accrued expenses	116,561		96,220
Current income taxes	2,395		0
Deferred income taxes	0		445
Other liabilities	193,848		153,972
Total liabilities	2,397,952		2,347,189
Commitments and contingencies
Shareholders’ equity:
Common stock without par value or stated value: Authorized 70,000 shares; issued and outstanding 54,959; 54,922	80,857		79,380
Retained earnings	1,753,011		1,763,117
Total shareholders’ equity	1,833,868		1,842,497
Total liabilities and shareholders’ equity	$	4,231,820	$	4,189,686

See accompanying Condensed Notes to Consolidated Financial Statements.

3

MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended June 30,
	2013			2012
Revenues:
Net premiums earned	$	675,787		$	637,247
Net investment income	31,674			31,673
Net realized investment losses	(67,415		)	(23,759		)
Other	2,521			2,544
Total revenues	642,567			647,705
Expenses:
Losses and loss adjustment expenses	486,906			497,251
Policy acquisition costs	126,393			117,726
Other operating expenses	54,015			51,203
Interest	212			378
Total expenses	667,526			666,558
Loss before income taxes	(24,959		)	(18,853		)
Income tax benefit	(15,695		)	(13,589		)
Net loss	$	(9,264	)	$	(5,264	)
Net loss per share:
Basic	$	(0.17	)	$	(0.10	)
Diluted (1)	$	(0.17	)	$	(0.10	)
Weighted average shares outstanding:
Basic	54,941			54,895
Diluted (1)	54,941			54,895
Dividends paid per share	$	0.6125		$	0.61

(1) The dilutive impact of incremental shares is excluded from loss position in accordance with U.S. generally accepted accounting principles (“GAAP”).

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

	Three Months Ended June 30,
	2013			2012
Net loss	$	(9,264	)	$	(5,264	)
Other comprehensive income, before tax:
Gains on hedging instrument	0			0
Other comprehensive income, before tax:	0			0
Income tax expense related to gains on hedging instrument	0			0
Other comprehensive income, net of tax:	0			0
Comprehensive loss	$	(9,264	)	$	(5,264	)

See accompanying Condensed Notes to Consolidated Financial Statements.

4

MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Six Months Ended June 30,
	2013			2012
Revenues:
Net premiums earned	$	1,338,382		$	1,273,059
Net investment income	62,849			63,159
Net realized investment (losses) gains	(23,365		)	28,904
Other	4,854			5,258
Total revenues	1,382,720			1,370,380
Expenses:
Losses and loss adjustment expenses	953,966			947,167
Policy acquisition costs	250,115			235,156
Other operating expenses	112,078			104,128
Interest	526			788
Total expenses	1,316,685			1,287,239
Income before income taxes	66,035			83,141
Income tax expense	8,838			15,049
Net income	$	57,197		$	68,092
Net income per share:
Basic	$	1.04		$	1.24
Diluted	$	1.04		$	1.24
Weighted average shares outstanding:
Basic	54,931			54,886
Diluted	54,948			54,915
Dividends paid per share	$	1.2250		$	1.22

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Six Months Ended June 30,
	2013		2012
Net income	$	57,197	$	68,092
Other comprehensive income, before tax:
Gains on hedging instrument	0		0
Other comprehensive income, before tax:	0		0
Income tax expense related to gains on hedging instrument	0		0
Other comprehensive income, net of tax:	0		0
Comprehensive income	$	57,197	$	68,092

See accompanying Condensed Notes to Consolidated Financial Statements.

5

MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	57,197		$	68,092
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	16,919			18,700
Net realized investment losses (gains)	23,365			(28,904		)
Bond amortization, net	5,714			3,981
Excess tax benefit from exercise of stock options	(252		)	(116		)
Increase in premiums receivables	(10,674		)	(28,639		)
Change in current and deferred income taxes	(8,429		)	(13,878		)
Increase in deferred policy acquisition costs	(3,689		)	(7,685		)
Decrease in unpaid losses and loss adjustment expenses	(29,087		)	(6,958		)
Increase in unearned premiums	17,683			39,014
Increase in accounts payable and accrued expenses	21,671			6,343
Share-based compensation	(100		)	(85		)
Changes in other payables	8,020			1,611
Other, net	(1,880		)	(2,095		)
Net cash provided by operating activities	96,458			49,381
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed maturities available-for-sale in nature:
Purchases	(430,984		)	(260,626		)
Sales	117,076			56,117
Calls or maturities	163,734			189,772
Equity securities available-for-sale in nature:
Purchases	(326,896		)	(144,919		)
Sales	322,250			75,024
Calls	0			923
Changes in securities payable and receivable	24,450			(3,348		)
Net decrease in short-term investments	128,282			56,301
Purchase of fixed assets	(8,361		)	(7,775		)
Sale of fixed assets	453			1,393
Other, net	1,413			1,610
Net cash used in investing activities	(8,583		)	(35,528		)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to shareholders	(67,303		)	(66,973		)
Excess tax benefit from exercise of stock options	252			116
Proceeds from stock options exercised	1,324			2,098
Net cash used in financing activities	(65,727		)	(64,759		)
Net increase (decrease) in cash	22,148			(50,906		)
Cash:
Beginning of the year	158,183			211,393
End of period	$	180,331		$	160,487
SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest paid	$	582		$	927
Income taxes paid	$	17,266		$	28,927

See accompanying Condensed Notes to Consolidated Financial Statements.

6

MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. General

Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Mercury General Corporation and its subsidiaries (referred to herein collectively as the “Company”). For the list of the Company’s subsidiaries, see Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The condensed consolidated financial statements have been prepared in conformity with GAAP, which differ in some respects from those filed in reports to insurance regulatory authorities. All intercompany transactions and balances have been eliminated.

The financial data of the Company included herein are unaudited. In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly the Company’s financial position at June 30, 2013 and the results of operations, comprehensive income (loss), and cash flows for the periods presented. These statements were prepared in accordance with the instructions for interim reporting and do not contain certain information in the annual financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. Readers are urged to review the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for more complete descriptions and discussions. Operating results and cash flows for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates require the Company to apply complex assumptions and judgments, and often the Company must make estimates about effects of matters that are inherently uncertain and will likely change in subsequent periods. The most significant assumptions in the preparation of these consolidated financial statements relate to reserves for losses and loss adjustment expenses. Actual results could differ from those estimates (See Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).

Earnings per Share

Potentially dilutive securities representing approximately 69,000 and 64,000 shares of common stock for the three months ended June 30, 2013 and 2012, respectively, and 87,000 and 63,000 shares of common stock for the six months ended June 30, 2013 and 2012, respectively, were excluded from the computation of diluted earnings per common share for these periods because their effect would have been anti-dilutive.

Deferred Policy Acquisition Costs

Deferred policy acquisition costs consist of commissions paid to outside agents, premium taxes, salaries, and certain other underwriting costs that are incremental or directly related to the successful acquisition of new and renewal insurance contracts and are amortized over the life of the related policy in proportion to premiums earned. Deferred policy acquisition costs are limited to the amount that will remain after deducting from unearned premiums and anticipated investment income, the estimated losses and loss adjustment expenses, and the servicing costs that will be incurred as premiums are earned. The Company’s deferred policy acquisition costs are further limited by excluding those costs not directly related to the successful acquisition of insurance contracts. Deferred policy acquisition cost amortization was $126.4 million and $117.7 million for the three months ended June 30, 2013 and 2012, respectively, and $250.1 million and $235.2 million for the six months ended June 30, 2013 and 2012, respectively. The Company does not defer advertising expenses but expenses them as incurred. The Company recorded net advertising expenses of approximately $11 million and $10 million for the six months ended June 30, 2013 and 2012, respectively.

2. Recently Issued Accounting Standards

In February 2013, the Financial Accounting Standards Board (“FASB”) issued a new standard that requires entities to disclose additional information about items reclassified out of accumulated other comprehensive income in their financial statements. Entities are required to include information about changes in accumulated other comprehensive income balances by component and additional information about significant items reclassified out of accumulated other comprehensive income in their interim

7

reporting periods. The Company adopted the new standard which became effective for the interim period ended March 31, 2013. The adoption of the new standard did not have any impact on the Company’s consolidated financial statements.

3. Fair Value of Financial Instruments

The financial instruments recorded in the consolidated balance sheets include investments, receivables, interest rate swap agreements, accounts payable, equity contracts, and secured notes payable. Due to their short-term maturity, the carrying values of receivables and accounts payable approximate their fair market values. The following table presents the estimated fair values of financial instruments at June 30, 2013 and December 31, 2012.

	June 30, 2013		December 31, 2012
	(Amounts in thousands)
Assets
Investments	$	3,176,297	$	3,180,095
Liabilities
Interest rate swap agreements	$	0	$	103
Equity contracts	$	331	$	175
Secured notes	$	140,000	$	140,000

Methods and assumptions used in estimating fair values are as follows:

Investments

The Company applies the fair value option to all fixed maturity and equity securities and short-term investments at the time an eligible item is first recognized. The cost of investments sold is determined on a first-in and first-out method and realized gains and losses are included in net realized investment (losses) gains. For additional disclosures regarding methods and assumptions used in estimating fair values of these securities, see Note 5.

Interest rate swap agreements

The fair value of interest rate swap agreements reflects the estimated amounts that the Company would pay at June 30, 2013 and December 31, 2012 in order to terminate the contracts based on models using inputs, such as interest rate yield curves, observable for substantially the full term of the contract. For additional disclosures regarding methods and assumptions used in estimating fair values of interest rate swap agreements, see Note 5.

Equity contracts

The fair value of equity contracts is based on quoted prices for identical instruments in active markets. For additional disclosures regarding methods and assumptions used in estimating fair values of equity contracts, see Note 5.

Secured notes payable

The fair value of the Company’s $120 million and $20 million secured notes, classified as Level 2 in the fair value hierarchy described in Note 5, is estimated based on assumptions and inputs, such as the market value of underlying collateral and reset rates, for similarly termed notes that are observable in the market.

4. Fair Value Option

Gains and losses due to changes in fair value for items measured at fair value pursuant to application of the fair value option are included in net realized investment (losses) gains in the Company’s consolidated statements of operations, while interest and dividend income on investment holdings are recognized on an accrual basis on each measurement date and are included in net investment income in the Company’s consolidated statements of operations. The primary reasons for electing the fair value option were simplification and cost-benefit considerations as well as expansion of use of fair value measurement consistent with the long-term measurement objectives of the FASB for accounting for financial instruments.

The following table presents (losses) gainsdue to changes in fair value of investments that are measured at fair value pursuant to application of the fair value option:

8

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(Amounts in thousands)
Fixed maturity securities	$	(59,562	)	$	9,812		$	(69,973	)	$	30,815
Equity securities	(19,003		)	(33,972		)	35,023			(5,476		)
Short-term investments	(161		)	(628		)	(309		)	(784		)
Total	$	(78,726	)	$	(24,788	)	$	(35,259	)	$	24,555

5. Fair Value Measurement

The Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date using the exit price. Accordingly, when market observable data are not readily available, the Company’s own assumptions are used to reflect those that market participants would be presumed to use in pricing the asset or liability at the measurement date. Assets and liabilities recorded on the consolidated balance sheets at fair value are categorized based on the level of judgment associated with inputs used to measure their fair value and the level of market price observability, as follows:

Level 1	Unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs are other than quoted prices in active markets, which are based on the following: •     Quoted prices for similar assets or liabilities in active markets; •     Quoted prices for identical or similar assets or liabilities in non-active markets; or •     Either directly or indirectly observable inputs as of the reporting date.
Level 3	Pricing inputs are unobservable and significant to the overall fair value measurement, and the determination of fair value requires significant management judgment or estimation.

In certain cases, inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Thus, a Level 3 fair value measurement may include inputs that are observable (Level 1 or Level 2) and unobservable (Level 3). The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2, or from Level 2 to Level 3. The Company recognizes transfers between levels at either the actual date of the event or a change in circumstances that caused the transfer.

Summary of Significant Valuation Techniques for Financial Assets and Financial Liabilities

The Company’s fair value measurements are based on the market approach, which utilizes market transaction data for the same or similar instruments.

The Company obtained unadjusted fair values on approximately 98% of its portfolio from an independent pricing service. For approximately 2% of its portfolio, classified as Level 3, the Company obtained specific unadjusted broker quotes based on net fund value and, to a lesser extent, unobservable inputs from at least one knowledgeable outside security broker to determine the fair value as of June 30, 2013.

Level 1 Measurements - Fair values of financial assets and financial liabilities are obtained from an independent pricing service, and are based on unadjusted quoted prices for identical assets or liabilities in active markets. Additional pricing services and closing exchange values are used as a comparison to ensure that reasonable fair values are used in pricing the investment portfolio.

U.S. government bonds and agencies: Valued using unadjusted quoted market prices for identical assets in active markets.

Common stock: Comprised of actively traded, exchange listed U.S. and international equity securities and valued based on unadjusted quoted prices for identical assets in active markets.

9

Money market instruments: Valued based on unadjusted quoted prices for identical assets.

Equity contracts: Comprised of free-standing exchange listed derivatives that are actively traded and valued based on quoted prices for identical instruments in active markets.

Level 2 Measurements - Fair values of financial assets and financial liabilities are obtained from an independent pricing service or outside brokers, and are based on prices for similar assets or liabilities in active markets or valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability. Additional pricing services are used as a comparison to ensure reliable fair values are used in pricing the investment portfolio.

Municipal securities: Valued based on models or matrices using inputs such as quoted prices for identical or similar assets in active markets.

Mortgage-backed securities: Comprised of securities that are collateralized by mortgage loans and valued based on models or matrices using multiple observable inputs, such as benchmark yields, reported trades and broker/dealer quotes, for identical or similar assets in active markets. The Company had holdings of $12.4 million and $4.3 million at June 30, 2013 and December 31, 2012, respectively, in commercial mortgage-backed securities.

Corporate securities/Short-term bonds: Valued based on a multi-dimensional model using multiple observable inputs, such as benchmark yields, reported trades, broker/dealer quotes and issue spreads, for identical or similar assets in active markets.

Non-redeemable preferred stock: Valued based on observable inputs, such as underlying and common stock of same issuer and appropriate spread over a comparable U.S. Treasury security, for identical or similar assets in active markets.

Interest rate swap agreements: Valued based on models using inputs, such as interest rate yield curves, observable for substantially the full term of the contract.

Level 3 Measurements - Fair values of financial assets are based on inputs that are both unobservable and significant to the overall fair value measurement, including any items in which the evaluated prices obtained elsewhere were deemed to be of a distressed trading level.

Collateralized debt obligations/Partnership interest in a private credit fund: Valued based on underlying debt/credit instruments and the appropriate benchmark spread for similar assets in active markets; taking into consideration unobservable inputs related to liquidity assumptions.

The Company’s financial instruments at fair value are reflected in the consolidated balance sheets on a trade-date basis. Related unrealized gains or losses are recognized in net realized investment (losses) gains in the consolidated statements of operations. Fair value measurements are not adjusted for transaction costs.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

10

	June 30, 2013
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds and agencies	$	15,965	$	0	$	0	$	15,965
Municipal securities	0		2,143,070		0		2,143,070
Mortgage-backed securities	0		34,176		0		34,176
Corporate securities	0		249,849		0		249,849
Collateralized debt obligations	0		0		38,992		38,992
Equity securities:
Common stock:
Public utilities	107,942		0		0		107,942
Banks, trusts and insurance companies	23,603		0		0		23,603
Energy and other	358,411		0		0		358,411
Non-redeemable preferred stock	0		26,779		0		26,779
Partnership interest in a private credit fund	0		0		11,990		11,990
Short-term bonds	0		34,800		0		34,800
Money market instruments	130,720		0		0		130,720
Total assets at fair value	$	636,641	$	2,488,674	$	50,982	$	3,176,297
Liabilities
Equity contracts	$	331	$	0	$	0	$	331
Total liabilities at fair value	$	331	$	0	$	0	$	331

	December 31, 2012
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds and agencies	$	14,204	$	0	$	0	$	14,204
Municipal securities	0		2,165,095		0		2,165,095
Mortgage-backed securities	0		30,703		0		30,703
Corporate securities	0		155,551		0		155,551
Collateralized debt obligations	0		0		42,801		42,801
Equity securities:
Common stock:
Public utilities	85,106		0		0		85,106
Banks, trusts and insurance companies	22,166		0		0		22,166
Energy and other	346,809		0		0		346,809
Non-redeemable preferred stock	0		11,701		0		11,701
Partnership interest in a private credit fund	0		0		11,306		11,306
Short-term bonds	0		24,530		0		24,530
Money market instruments	270,123		0		0		270,123
Total assets at fair value	$	738,408	$	2,387,580	$	54,107	$	3,180,095
Liabilities
Equity contracts	$	175	$	0	$	0	$	175
Interest rate swap agreements	0		103		0		103
Total liabilities at fair value	$	175	$	103	$	0	$	278

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The following tables present a summary of changes in fair value of Level 3 financial assets and financial liabilities held at fair value.

	Three Months Ended June 30,
	2013					2012
	Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund		Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund
	(Amounts in thousands)
Beginning Balance	$	39,723		$	11,592	$	52,983		$	10,510
Realized (losses) gains included in earnings	(731		)	398		(1,658		)	520
Purchase	0			0		25,000			0
Ending Balance	$	38,992		$	11,990	$	76,325		$	11,030
The amount of total (losses) gains for the period included in earnings attributable to assets still held at June 30	$	(731	)	$	398	$	(1,658	)	$	520

	Six Months Ended June 30,
	2013					2012
	Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund		Collateralized Debt Obligations		Partnership Interest in a Private Credit Fund
	(Amounts in thousands)
Beginning Balance	$	42,801		$	11,306	$	47,503	$	10,008
Realized gains included in earnings	377			684		3,822		1,022
Purchase	0			0		25,000		0
Sales	(4,186		)	0		0		0
Ending Balance	$	38,992		$	11,990	$	76,325	$	11,030
The amount of total gains for the period included in earnings attributable to assets still held at June 30	$	894		$	684	$	3,822	$	1,022

There were no transfers between Levels 1, 2, and 3 of the fair value hierarchy during the six months ended June 30, 2013 and 2012.

At June 30, 2013, the Company did not have any nonrecurring fair value measurements of nonfinancial assets or nonfinancial liabilities.

6. Derivative Financial Instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are equity price risk and interest rate risk. Equity contracts on various equity securities are intended to manage the price risk associated with forecasted purchases or sales of such securities. Interest rate swaps are intended to manage the interest rate risk associated with the Company’s debts with fixed or floating rates.

On February 6, 2009, the Company entered into an interest rate swap of its floating LIBOR rate on a $120 million credit facility for a fixed rate of 1.93% that matured on January 3, 2012. The purpose of the swap was to offset the variability of cash flows resulting from the variable interest rate. The swap was not designated as a hedge and changes in the fair value were adjusted through the consolidated statement of operations in the period of change.

On March 3, 2008, the Company entered into an interest rate swap of its floating LIBOR rate on a Bank of America $18 million LIBOR plus 50 basis points loan for a fixed rate of 4.25% that matured on March 1, 2013. On October 4, 2011, the Company refinanced the $18 million loan that was scheduled to mature on March 1, 2013 with a Union Bank $20 million LIBOR plus 40 basis points loan that matures on January 2, 2015. The related swap became ineffective and was no longer designated as a hedge. Changes in the fair value were adjusted through the consolidated statement of operations in the period of change. The fair market value of the interest rate swap was $0 and $103,000 as of June 30, 2013 and December 31, 2012, respectively.

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Fair value amounts, and gains and losses on derivative instruments

The following tables present the location and amounts of derivative fair values in the consolidated balance sheets and derivative gains in the consolidated statements of operations:

	Liability Derivatives
	2013		December 31, 2012
	(Amount in thousands)
Non-hedging derivatives
Interest rate swap agreements - Other liabilities	$	0	$	103
Equity contracts - Other liabilities	331		175
Total derivatives	$	331	$	278

	Gain Recognized in Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	2013		2012		2013		2012
	(Amounts in thousands)
Interest rate swap agreements - Other revenue	$	0	$	147	$	103	$	271
Equity contracts - Net realized investment (losses) gains	961		368		1,179		1,585
Total	$	961	$	515	$	1,282	$	1,856

Most equity contracts consist of covered calls. The Company writes covered calls on underlying equity positions held as an enhanced income strategy that is permitted for the Company’s insurance subsidiaries under statutory regulations. The Company manages the risk associated with covered calls through strict capital limitations and asset diversification throughout various industries. For additional disclosures regarding equity contracts, see Note 5.

7. Goodwill and Other Intangible Assets

Goodwill

There were no changes in the carrying amount of goodwill for the six months ended June 30, 2013. Goodwill is reviewed annually for impairment and more frequently if potential impairment indicators exist. No impairment indications were identified during any of the periods presented.

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Other Intangible Assets

The following table presents the components of other intangible assets as of June 30, 2013 and December 31, 2012.

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Useful Lives
	(Amounts in thousands)							(in years)
As of June 30, 2013:
Customer relationships	$	51,755	$	(22,039	)	$	29,716	11
Trade names	15,400		(2,888		)	12,512		24
Technology	4,300		(1,935		)	2,365		10
Favorable leases	1,725		(1,725		)	0		3
Software	550		(550		)	0		2
Total intangible assets, net	$	73,730	$	(29,137	)	$	44,593
As of December 31, 2012:
Customer relationships	$	51,755	$	(19,585	)	$	32,170	11
Trade names	15,400		(2,567		)	12,833		24
Technology	4,300		(1,720		)	2,580		10
Favorable leases	1,725		(1,719		)	6		3
Software	550		(550		)	0		2
Total intangible assets, net	$	73,730	$	(26,141	)	$	47,589

Intangible assets are amortized on a straight-line basis over their useful lives. Intangible assets amortization expenses were $1.5 million for each of the three months ended June 30, 2013 and 2012, and $3.0 million and $3.1 million for the six months ended June 30, 2013 and 2012, respectively. The following table presents the estimated future amortization expenses related to intangible assets as of June 30, 2013:

Year Ending	Amortization Expense
	(Amounts in thousands)
Remainder of 2013	$	2,990
2014	5,980
2015	5,980
2016	5,980
2017	5,253
Thereafter	18,410
Total	$	44,593

8. Share-Based Compensation

Share-based compensation expense for all share-based payment awards granted or modified is based on the estimated grant-date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is the option vesting term of four or five years for options granted prior to 2008 and four years for options granted subsequent to January 1, 2008, for only those shares expected to vest. The fair value of stock option awards is estimated using the Black-Scholes option pricing model with the grant-date assumptions and weighted-average fair values.

Under the Company's 2005 Incentive Award Plan (the “Plan”), the Compensation Committee of the Company’s Board of Directors granted performance vesting restricted stock units to the Company’s senior management and key employees as follows:

	Grant Year
	2013	2012	2011
Three-year performance period ending December 31,	2015	2014	2013
Vesting shares, target	84,500	89,000	80,000
Vesting shares, maximum	190,125	200,250	120,000

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The restricted stock units vest at the end of a three-year performance period beginning with the year of the grant, and then only if, and to the extent that, the Company’s performance during the performance period achieves the threshold established by the Compensation Committee of the Company's Board of Directors. For 2011 grants, vesting will be based on the Company's cumulative underwriting income. For 2012 grants, vesting will be based on the Company's cumulative underwriting income and net premium written growth. For 2013 grants, vesting will be based on the Company's cumulative underwriting income, annual underwriting income, and net premiums written growth.

The fair value of each restricted share grant was determined based on the market price on the grant date. Compensation cost is recognized based on management’s best estimate that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any recognized compensation cost would be reversed. For the 2012 and 2011 grants, the achievement of the performance condition set by the Compensation Committee was no longer considered probable, and previously recognized compensation costs were reversed.

9. Income Taxes

The Company recognizes tax benefits related to positions taken, or expected to be taken, on a tax return once a “more-likely-than-not” threshold has been met. For a tax position that meets the recognition threshold, the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement is recognized in the financial statements.

There were no material changes to the total amount of unrecognized tax benefits related to tax uncertainties during the six months ended June 30, 2013. The Company does not expect any changes in such unrecognized tax benefits to have a significant impact on its consolidated financial statements within the next 12 months.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states. Tax years that remain subject to examination by major taxing jurisdictions are 2009 through 2011 for federal taxes and 2003 through 2011 for California state taxes. Tax year 2010 is currently under examination by the Internal Revenue Service. The Company is currently under examination by the California Franchise Tax Board (“FTB”) for tax years 2003 through 2010. The FTB has issued Notices of Proposed Assessments to the Company for tax years 2003 through 2006. The Company has filed protests with the FTB in response to these assessments and presented its case in a hearing before the FTB. No assessments have been received for tax years 2007 through 2010. Management believes that the resolution of these examinations and assessments will not have a material impact on the condensed consolidated financial statements.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting basis and the respective tax basis of the Company’s assets and liabilities, and expected benefits of utilizing net operating loss, capital loss, and tax-credit carryforwards. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent management does not believe these assets are more likely than not to be realized, a valuation allowance is established.

At June 30, 2013, the Company’s deferred income taxes were in a net asset position which included a combination of ordinary and capital deferred tax benefits. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generating sufficient taxable income of the appropriate character within the carryback and carryforward periods available under the tax law. Management considers the reversal of deferred tax liabilities, projected future taxable income of an appropriate nature, and tax-planning strategies in making this assessment. The Company believes that through the use of prudent tax planning strategies and the generation of capital gains, sufficient income will be realized in order to maximize the full benefits of its deferred tax assets. Although realization is not assured, management believes that it is more likely than not that the Company’s deferred tax assets will be realized.

10. Contingencies

The Company is, from time to time, named as a defendant in various lawsuits or regulatory actions incidental to its insurance business. The majority of lawsuits brought against the Company relate to insurance claims that arise in the normal course of business and are reserved for through the reserving process. For a discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The Company also establishes reserves for non-insurance claims related lawsuits, regulatory actions, and other contingencies when the Company believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. While actual losses may differ from the amounts recorded and the ultimate outcome of the Company’s pending actions is generally not yet determinable, the Company does not believe that the

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ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations, or cash flows.

In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. For a discussion of legal matters, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

11. Subsequent Event

On July 2, 2013, the Company entered into a $200 millionfive-year revolving credit facility with Bank of America and Union Bank of California. The interest rate on borrowings under the credit facility are based on the Company's debt to total capital ratio and range from LIBOR plus 112.5 basis points when the ratio is under 15% to LIBOR plus 162.5 basis points when the ratio is above 25%. Commitment fees for undrawn portions of the credit facility range from 12.5 basis points when the ratio is under 15% to 22.5 basis points when the ratio is above 25%. The credit facility expires on June 30, 2018. As of July 30, 2013, there have been no draws made against the credit facility.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statements

Certain statements in this Quarterly Report on Form 10-Q or in other materials the Company has filed or will file with the Securities and Exchange Commission (“SEC”) (as well as information included in oral statements or other written statements made or to be made by the Company) contain or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may address, among other things, the Company’s strategy for growth, business development, regulatory approvals, market position, expenditures, financial results, and reserves. Forward-looking statements are not guarantees of performance and are subject to important factors and events that could cause the Company’s actual business, prospects, and results of operations to differ materially from the historical information contained in this Quarterly Report on Form 10-Q and from those that may be expressed or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q and in other reports or public statements made by the Company.

Factors that could cause or contribute to such differences include, among others: the competition currently existing in the automobile insurance markets in California and the other states in which the Company operates; the cyclical and generally competitive nature of the property and casualty insurance industry and general uncertainties regarding loss reserves or other estimates; the accuracy and adequacy of the Company’s pricing methodologies; the Company’s success in managing its business in states outside of California; the impact of potential third party “bad-faith” legislation, changes in laws, regulations or new interpretations of existing laws and regulations, tax position challenges by the FTB, and decisions of courts, regulators and governmental bodies, particularly in California; the Company’s ability to obtain and the timing of required regulatory approvals of premium rate changes for insurance policies issued in states where the Company operates; the Company’s reliance on independent agents to market and distribute its policies; the investment yields the Company is able to obtain on its investments and the market risks associated with the Company’s investment portfolio; the effect government policies may have on market interest rates; uncertainties related to assumptions and projections generally, inflation and changes in economic conditions; changes in driving patterns and loss trends; acts of war and terrorist activities; court decisions, trends in litigation, and health care and auto repair costs; adverse weather conditions or natural disasters, including those which may be related to climate change, in the markets served by the Company; the stability of the Company’s information technology systems and the ability of the Company to execute on its information technology initiatives; the Company’s ability to realize current deferred tax assets or to hold certain securities with current loss positions to recovery or maturity; and other uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control. GAAP prescribes when a Company may reserve for particular risks including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a major contingency. Reported results may therefore appear to be volatile in certain periods.

The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information or future events or otherwise. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of any document the Company incorporates by reference, any other report filed with the SEC or any other public statement made by the Company, the date of the document, report, or statement. Investors should also understand that it is not possible to predict or identify all factors and should not consider the risks set forth above to be a complete statement of all potential risks and uncertainties. If the expectations or assumptions underlying the Company’s forward-looking statements prove inaccurate or if risks or uncertainties arise, actual results could differ materially from those predicted in any forward-looking statements. The factors identified above are believed to be some, but not all, of the important factors that could cause actual events and results to be significantly different from those that may be expressed

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or implied in any forward-looking statements. Any forward-looking statements should also be considered in light of the information provided in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and in Item 1A. Risk Factors in Part II - Other Information of this Quarterly Report on Form 10-Q.

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OVERVIEW

A. General

The operating results of property and casualty insurance companies are subject to significant quarter-to-quarter and year-to-year fluctuations due to the effect of competition on pricing, the frequency and severity of losses, the effect of weather and natural disasters on losses, general economic conditions, the general regulatory environment in states in which an insurer operates, state regulation of insurance including premium rates, changes in fair value of investments, and other factors such as changes in tax laws. The property and casualty insurance industry has been highly cyclical, with periods of high premium rates and shortages of underwriting capacity followed by periods of severe price competition and excess capacity. These cycles can have a large impact on the Company’s ability to grow and retain business.

This section discusses some of the relevant factors that management considers in evaluating the Company’s performance, prospects, and risks. It is not all-inclusive and is meant to be read in conjunction with the entirety of management’s discussion and analysis, the Company’s condensed consolidated financial statements and notes thereto, and all other items contained within this Quarterly Report on Form 10-Q.

B. Business

The Company is primarily engaged in writing personal automobile insurance through 13 insurance subsidiaries (“Insurance Companies”) in 13 states, principally California. The Company also writes homeowners, commercial automobile, commercial property, mechanical breakdown, fire, and umbrella insurance. These policies are mostly sold through independent agents who receive a commission for selling policies. The Company believes that it has thorough underwriting and claims handling processes that, together with its agent relationships, provide the Company with competitive advantages because they allow the Company to charge lower prices while realizing better margins than many competitors.

The direct premiums written during the six months ended June 30, 2013 and 2012 by state and line of business were:

Six Months Ended June 30, 2013

(Amounts in thousands)

	Private Passenger Auto			Homeowners			Commercial Auto			Other Lines			Total
California	$	868,887		$	131,033		$	25,566		$	35,285		$	1,060,771		78.1	%
Florida (1)	70,546			0			9,259			3,491			83,296			6.1	%
Other states (2)	143,553			35,104			13,065			22,485			214,207			15.8	%
Total	$	1,082,986		$	166,137		$	47,890		$	61,261		$	1,358,274		100.0	%
	79.8		%	12.2		%	3.5		%	4.5		%	100.0		%

Six Months Ended June 30, 2012

(Amounts in thousands)

	Private Passenger Auto			Homeowners			Commercial Auto			Other Lines			Total
California	$	823,903		$	124,759		$	20,091		$	31,529		$	1,000,282		76.1	%
Florida (1)	82,569			(174		)	7,576			4,049			94,020			7.2	%
Other states (2)	156,701			28,657			8,611			25,734			219,703			16.7	%
Total	$	1,063,173		$	153,242		$	36,278		$	61,312		$	1,314,005		100.0	%
	80.9		%	11.7		%	2.7		%	4.7		%	100.0		%

(1) The Company has ceased writing homeowners policies in Florida.

(2) No individual state accounts for more than 5% of total direct premiums written.

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C. Regulatory and Litigation Matters

The Department of Insurance (“DOI”) in each state in which the Company operates is responsible for conducting periodic financial and market conduct examinations of the Insurance Companies in their states. Market conduct examinations typically review compliance with insurance statutes and regulations with respect to rating, underwriting, claims handling, billing, and other practices. The following table presents a summary of current financial and market conduct examinations:

State	Exam Type	Period Under Review	Status
AZ	Market Conduct	Jan 2012 to Dec 2012	Fieldwork completed. Awaiting final report.

During the course of and at the conclusion of these examinations, the examining DOI generally reports findings to the Company. None of the findings reported to date is expected to be material to the Company’s financial position.

In May 2009, the Company filed for a 3.9% rate increase for its California homeowners line of business. In May 2011, the matter was referred to an administrative law judge for review. After extensive evidentiary hearings, the administrative law judge delivered a proposed decision on the matter to the California Insurance Commissioner in September 2012 that recommended a rate reduction of approximately 5.5%. After initially rejecting the administrative law judge's proposed decision and referring the matter back to the administrative law judge to gather more evidence, the California Insurance Commissioner recently accepted the administrative law judge's rate reduction recommendation. The Company does not agree with the proposed rate decrease and believes that recent homeowners loss trends support an increase. The Company filed a complaint in Los Angeles Superior Court seeking review of the administrative law judge's decision and requested a stay of implementation of the rate order. The Company's request for a stay on implementation of the rate order was denied, and the Company implemented the rate reduction in the second quarter of 2013. A hearing to review the administrative law judge's decision is scheduled for November 1, 2013.

In January 2013, the California DOI approved an auto body repair regulation intended to strengthen consumer protection. This regulation requires insurers to settle automobile insurance claims using repair standards described by the regulation and not by the insurers' own standards. The new ruling became effective in March 2013. The full extent of the impact is currently unknown, but it is likely to increase the cost of parts for automobile repairs.

In April 2010, the California DOI issued a Notice of Non-Compliance (“2010 NNC”) to Mercury Insurance Company (“MIC”), Mercury Casualty Company (“MCC”), and California Automobile Insurance Company (“CAIC”) based on a Report of Examination of the Rating and Underwriting Practices of these companies issued by the California DOI in February 2010. The 2010 NNC includes allegations of 35 instances of noncompliance with applicable California insurance law and seeks to require that each of MIC, MCC, and CAIC change its rating and underwriting practices to rectify the alleged noncompliance and may also seek monetary penalties. In April 2010, the Company submitted a Statement of Compliance and Notice of Defense to the 2010 NNC, in which it denied the allegations contained in the 2010 NNC and provided specific defenses to each allegation. The Company also requested a hearing in the event that the Statement of Compliance and Notice of Defense does not establish to the satisfaction of the California DOI that the alleged noncompliance does not exist, and the matters described in the 2010 NNC are not otherwise able to be resolved informally with the California DOI. However, no assurance can be given that efforts to resolve the 2010 NNC informally will be successful.

In March 2006, the California DOI issued an Amended Notice of Non-Compliance to a Notice of Non-Compliance originally issued in February 2004 (as amended, “2004 NNC”) alleging that the Company charged rates in violation of the California Insurance Code, willfully permitted its agents to charge broker fees in violation of California law, and willfully misrepresented the actual price insurance consumers could expect to pay for insurance by the amount of a fee charged by the consumer's insurance broker. The California DOI seeks to impose a fine for each policy on which the Company allegedly permitted an agent to charge a broker fee and a penalty for each policy on which the Company allegedly used a misleading advertisement and to suspend certificates of authority for a period of one year. In January 2012, the administrative law judge bifurcated the 2004 NNC between (a) the California DOI’s order to show cause, in which the California DOI asserts the false advertising allegations and accusation, and (b) the California DOI’s notice of noncompliance, in which the California DOI asserts the unlawful rate allegations. In February 2012, the administrative law judge submitted a proposed decision dismissing the California DOI’s 2004 NNC. In March 2012, the California Insurance Commissioner rejected the administrative law judge’s proposed decision. The Company challenged the rejection in Los Angeles Superior Court (“Superior Court”) in April 2012, and the California Insurance Commissioner filed a demurrer to the Company's petition. Following a hearing, the Superior Court sustained the California Insurance Commissioner’s demurrer without leave to amend because it found the Company must first exhaust its administrative remedies. In January 2013, the Company appealed the Superior Court’s decision. Following a hearing on April 23, 2013, the Court of Appeals affirmed the Superior Court's decision. On January 15, 2013, the administrative law judge heard various pending motions that had originally been filed by the Company in June 2011. The administrative law judge granted certain portions of the California DOI's motion for collateral estoppel to prevent the Company from litigating certain findings of fact reached in a prior litigation action and denied the Company's motion for governmental estoppel and laches, without prejudice, on the ground that a resolution of the motion

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requires specific factual findings in the context of the evidentiary hearing. The administrative law judge held an evidentiary hearing on the noncompliance portion of the 2004 NNC during April 2013. A mediation is expected to occur later in 2013. Should the mediation be unsuccessful, post-hearing and responsive briefs will be filed by the Company and California DOI.

The Company denies the allegations in the 2004 and 2010 NNC matters, and believes that no monetary penalties are warranted, and the Company intends to defend itself against the allegations vigorously. The Company has been subject to fines and penalties by the California DOI in the past due to alleged violations of the California Insurance Code. The largest and most recent of these was settled in 2008 for $300,000. However, prior settlement amounts are not necessarily indicative of the potential results in the current notice of non-compliance matters. Based upon its understanding of the facts and the California Insurance Code, the Company does not expect that the ultimate resolution of the 2004 and 2010 NNC matters will be material to the Company’s financial position. The Company has accrued a liability for the estimated cost to defend itself in the notice of non-compliance matters.

The Company is, from time to time, named as a defendant in various lawsuits or regulatory actions incidental to its insurance business. The majority of lawsuits brought against the Company relate to insurance claims that arise in the normal course of business and are reserved for through the reserving process. For a discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The Company also establishes reserves for non-insurance claims related lawsuits, regulatory actions, and other contingencies when the Company believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. While actual losses may differ from the amounts recorded and the ultimate outcome of the Company’s pending actions is generally not yet determinable, the Company does not believe that the ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations, or cash flows.

In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. For a discussion of legal matters, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

D. Critical Accounting Policies and Estimates

Reserves

Preparation of the Company’s consolidated financial statements requires management's judgment and estimates. The most significant is the estimate of loss reserves. Estimating loss reserves is a difficult process as many factors can ultimately affect the final settlement of a claim and, therefore, the reserve that is required. Changes in the regulatory and legal environment, results of litigation, medical costs, the cost of repair materials, and labor rates, among other factors, can impact ultimate claim costs. In addition, time can be a critical part of reserving determinations since the longer the span between the incidence of a loss and the payment or settlement of a claim, the more variable the ultimate settlement amount could be. Accordingly, short-tail claims, such as property damage claims, tend to be more reasonably predictable than long-tail liability claims.

The Company also engages an independent actuarial consultant to review the Company’s reserves and to provide the annual actuarial opinions required under state statutory accounting requirements. The Company does not rely on the actuarial consultant for GAAP reporting or periodic report disclosure purposes. The Company analyzes loss reserves quarterly primarily using the incurred loss, claim count development, and average severity methods described below. The Company also uses the paid loss development method to analyze loss adjustment expenses reserves as part of its reserve analysis. When deciding among methods to use, the Company evaluates the credibility of each method based on the maturity of the data available and the claims settlement practices for each particular line of business or coverage within a line of business. When establishing the reserve, the Company will generally analyze the results from all of the methods used rather than relying on a single method. While these methods are designed to determine the ultimate losses on claims under the Company’s policies, there is inherent uncertainty in all actuarial models since they use historical data to project outcomes. The Company believes that the techniques it uses provide a reasonable basis in estimating loss reserves.

• The incurred loss development method analyzes historical incurred case loss (case reserves plus paid losses) development to estimate ultimate losses. The Company applies development factors against current case incurred losses by accident period to calculate ultimate expected losses. The Company believes that the incurred loss development method provides a reasonable basis for evaluating ultimate losses, particularly in the Company’s larger, more established lines of business which have a long operating history.

• The average severity method analyzes historical loss payments and/or incurred losses divided by closed claims and/or total claims to calculate an estimated average cost per claim. From this, the expected ultimate average cost per claim can be estimated. The average severity method coupled with the claim count development method provides meaningful information regarding inflation and frequency trends that the Company believes is useful in establishing reserves. The

20

claim count development method analyzes historical claim count development to estimate future incurred claim count development for current claims. The Company applies these development factors against current claim counts by accident period to calculate ultimate expected claim counts.

• The paid loss development method analyzes historical payment patterns to estimate the amount of losses yet to be paid. The Company uses this method for losses and loss adjustment expenses.

Both at June 30, 2013 and December 31, 2012, the Company recorded its point estimate of $1.0 billion in losses and loss adjustment expenses liabilities which include $391.3 million and $408.9 million, respectively, of incurred but not reported (“IBNR”) loss reserves. IBNR includes estimates, based upon past experience, of ultimate developed costs, which may differ from case estimates, unreported claims that occurred on or prior to June 30, 2013, and estimated future payments for reopened claims. Management believes that the liability for losses and loss adjustment expenses is adequate to cover the ultimate net cost of losses and loss adjustment expenses incurred to date; however, since the provisions are necessarily based upon estimates, the ultimate liability may be more or less than such provisions.

The Company evaluates its reserves quarterly. When management determines that the estimated ultimate claim cost requires a decrease for previously reported accident years, favorable development occurs and a reduction in losses and loss adjustment expenses is reported in the current period. If the estimated ultimate claim cost requires an increase for previously reported accident years, unfavorable development occurs and an increase in losses and loss adjustment expenses is reported in the current period. For the six months ended June 30, 2013, the Company reported favorable development of approximately $3 million on the 2012 and prior accident years’ losses and loss adjustment expenses reserves, which at December 31, 2012 totaled approximately $1.0 billion. The favorable development in 2013 came largely from the Company's operations in Florida and New Jersey.

For a further discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Premiums

The Company’s insurance premiums are recognized as income ratably over the term of the policies and in proportion to the amount of insurance protection provided. Unearned premiums are carried as a liability on the consolidated balance sheets and are computed on a monthly pro-rata basis. The Company evaluates its unearned premiums periodically for premium deficiencies by comparing the sum of expected claim costs, unamortized acquisition costs, and maintenance costs partially offset by investment income to related unearned premiums. To the extent that any of the Company’s lines of business become unprofitable, a premium deficiency reserve may be required.

Investments

The Company’s fixed maturity and equity investments are classified as “trading” and carried at fair value as required when applying the fair value option, with changes in fair value reflected in net realized investment gains or losses in the consolidated statements of operations. The majority of equity holdings, including non-redeemable fund preferred stocks, is actively traded on national exchanges or trading markets, and is valued at the last transaction price on the balance sheet dates.

Fair Value of Financial Instruments

Financial instruments recorded in the consolidated balance sheets include investments, receivables, interest rate swap agreements, accounts payable, equity contracts, and secured notes payable. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Due to their short-term maturity, the carrying values of receivables and accounts payable approximate their fair market values. All investments are carried on the consolidated balance sheets at fair value, as described in Note 3 of Condensed Notes to Consolidated Financial Statements.

The Company’s financial instruments include securities issued by the U.S. government and its agencies, securities issued by states and municipal governments and agencies, certain corporate and other debt securities, equity securities, and exchange traded funds. Approximately 98% of the fair value of financial instruments held at June 30, 2013 is based on observable market prices, observable market parameters, or is derived from such prices or parameters. The availability of observable market prices and pricing parameters can vary by financial instrument. Observable market prices and pricing parameters of a financial instrument, or a related financial instrument, are used to derive a price without requiring significant judgment.

The Company may hold or acquire financial instruments that lack observable market prices or market parameters because they are less actively traded currently or in future periods. The fair value of such instruments is determined using techniques appropriate for each particular financial instrument. These techniques may involve some degree of judgment. The price transparency of the particular financial instrument will determine the degree of judgment involved in determining the fair value of the Company’s

21

financial instruments. Price transparency is affected by a wide variety of factors, including, for example, the type of financial instrument, whether it is a new financial instrument and not yet established in the marketplace, and the characteristics particular to the transaction. Financial instruments for which actively quoted prices or pricing parameters are available or for which fair value is derived from actively quoted prices or pricing parameters will generally have a higher degree of price transparency. By contrast, financial instruments that are thinly traded or not quoted will generally have diminished price transparency. Even in normally active markets, the price transparency for actively quoted instruments may be reduced during periods of market dislocation. Alternatively, in thinly quoted markets, the participation of market makers willing to purchase and sell a financial instrument provides a source of transparency for products that otherwise are not actively quoted.

Income Taxes

At June 30, 2013, the Company’s deferred income taxes were in a net asset position materially due to deferred tax assets resulting from unearned premiums, expense accruals, loss reserve discounting, and alternative minimum tax and other tax credit carryforwards. These deferred tax assets were substantially offset by deferred tax liabilities generated by deferred acquisition costs and unrealized gains on securities held. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent management does not believe these assets are more likely than not to be realized, a valuation allowance is established. Management’s recoverability assessment of its deferred tax assets which are ordinary in character takes into consideration the Company’s strong history of generating ordinary taxable income and a reasonable expectation that it will continue to generate ordinary taxable income in the future. Further, the Company has the capacity to recoup its ordinary deferred tax assets through tax loss carryback claims for taxes paid in prior years. Finally, the Company has various deferred tax liabilities that represent sources of future ordinary taxable income.

Management’s recoverability assessment with regard to its capital deferred tax assets is based on estimates of anticipated capital gains and tax-planning strategies available to generate future taxable capital gains, both of which would contribute to the realization of deferred tax benefits. The Company expects to hold certain quantities of debt securities, which are currently in loss positions, to recovery or maturity. Management believes unrealized losses related to these debt securities, which represent a portion of the unrealized loss positions at period end, are fully realizable at maturity. Management believes its long-term time horizon for holding these securities allows it to avoid any forced sales prior to maturity. The Company also has unrealized gains in its investment portfolio that could be realized through asset dispositions, at management’s discretion. Further, the Company has the capability to generate additional realized capital gains by entering into sale-leaseback transactions using one or more of its appreciated real estate holdings.

The Company has the capability to implement tax planning strategies as it has a steady history of generating positive cash flow from operations and believes that its cash flow needs can be met in future periods without the forced sale of its investments. This capability assists management in controlling the timing and amount of realized losses generated during future periods. By prudent utilization of some or all of these strategies, management has the intent and believes that it has the ability to generate capital gains and minimize tax losses in a manner sufficient to avoid losing the benefits of its deferred tax assets. Management will continue to assess the need for a valuation allowance on a quarterly basis. Although realization is not assured, management believes it is more likely than not that the Company’s deferred tax assets will be realized.

The Company’s effective income tax rate for the year could be different from the effective tax rate for the six months ended June 30, 2013 and will be dependent on the Company’s profitability for the remainder of the year. The Company’s effective income tax rate can be affected by several factors. These generally include tax exempt investment income, other non-deductible expenses, and periodically, non-routine tax items such as adjustments to unrecognized tax benefits related to tax uncertainties. The effective tax rate for the six months ended June 30, 2013 was 13.4%, compared to 18.1% for the same period in 2012. The decrease in the effective tax rate is mainly due to a decrease in taxable income relative to tax exempt investment income. The Company’s effective tax rate for the six months ended June 30, 2013 was lower than the statutory tax rate primarily as a result of tax exempt investment income earned. However, the effective tax rate for the entire year could differ from the rate for the six months.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets arise from business acquisitions and consist of the excess of the cost of the acquisitions over the tangible and intangible assets acquired and liabilities assumed and identifiable intangible assets acquired. The Company annually evaluates goodwill and other intangible assets for impairment. The Company also reviews its goodwill and other intangible assets for impairment whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount of goodwill and other intangible assets may exceed the implied fair value. As of December 31, 2012, the fair value of the Company’s reporting units exceeded their carrying value. There are no triggering events indicating the carrying amount of goodwill exceeds the implied fair value as of June 30, 2013.

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Contingent Liabilities

The Company has known, and may have unknown, potential liabilities which include claims, assessments, lawsuits, or regulatory fines and penalties relating to the Company’s business. The Company continually evaluates these potential liabilities and accrues for them and/or discloses them in the condensed notes to the consolidated financial statements where required. The Company does not believe that the ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations, or cash flows.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2013 compared to Three Months Ended June 30, 2012

Revenue

Net premiums written and net premiums earned for the three months ended June 30, 2013 increased 1.8% and 6.0%, respectively, from the corresponding period in 2012. The increase in net premiums written was primarily due to an increase in the number of policies in-force and higher average premiums per policy which primarily resulted from the October 2012 4% rate increase on California private passenger automobile policies as well as rate increases taken in states outside of California.

Net premiums written is a non-GAAP financial measure which represents the premiums charged on policies issued during a fiscal period less any applicable reinsurance. Net premiums written is a statutory measure designed to determine production levels. Net premiums earned, the most directly comparable GAAP measure, represents the portion of net premiums written that is recognized as revenue in the financial statements for the period presented and earned on a pro-rata basis over the term of the policies. The following is a reconciliation of total net premiums written to net premiums earned:

	Three Months Ended June 30,
	2013		2012
	(Amounts in thousands)
Net premiums written	$	665,479	$	653,633
Change in net unearned premium	10,308		(16,386		)
Net premiums earned	$	675,787	$	637,247

Expenses

Loss and expense ratios are used to interpret the underwriting experience of property and casualty insurance companies. The following table presents the Insurance Companies’ loss ratio, expense ratio, and combined ratio determined in accordance with GAAP:

	Three Months Ended June 30,
	2013		2012
Loss ratio	72.1	%	78.0	%
Expense ratio	26.7	%	26.5	%
Combined ratio (1)	98.7	%	104.5	%

(1) Combined ratio for the three months ended June 30, 2013 does not sum due to rounding.

Loss ratio is calculated by dividing losses and loss adjustment expenses by net premiums earned. Loss ratio was affected by loss development of approximately $0 and $23 million of unfavorable development on prior accident years' losses and loss adjustment expense reserves for the three months ended June 30, 2013 and 2012, respectively. Excluding the effect of estimated prior period's loss development, the loss ratio was 72.1% and 74.4% for the three months ended June 30, 2013 and 2012, respectively. The decrease in the loss ratio excluding the effect of prior accident years’ loss development is primarily due to higher average premiums earned per policy. The Company also recognized catastrophic losses of approximately $13 million as a result of tornadoes in Oklahoma and severe storms in the Midwest and the Southeast region for the three months ended June 30, 2013 . The Company recognized approximately $8 million of catastrophic losses for the three months ended June 30, 2012.

Expense ratio is calculated by dividing the sum of policy acquisition costs plus other operating expenses by net premiums earned and did not materially change for the three months ended June 30, 2013 compared to the same period in 2012.

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Combined ratio is equal to loss ratio plus expense ratio and is the key measure of underwriting performance traditionally used in the property and casualty insurance industry. A combined ratio under 100% generally reflects profitable underwriting results; and a combined ratio over 100% generally reflects unprofitable underwriting results.

Income tax benefit was $15.7 million and $13.6 million for the three month periods ended June 30, 2013 and 2012, respectively. The increase resulted primarily from the larger net realized losses on the investment portfolio compared to the corresponding period in 2012.

Investments

The following table presents the investment results of the Company:

	Three Months Ended June 30,
	2013			2012
	(Amounts in thousands)
Average invested assets at cost (1)	$	3,046,790		$	2,996,602
Net investment income
Before income taxes	$	31,674		$	31,673
After income taxes	$	27,787		$	27,990
Average annual yield on investments
Before income taxes	4.2		%	4.2		%
After income taxes	3.7		%	3.7		%
Net realized investment losses	$	(67,415	)	$	(23,759	)

(1) Fixed maturities and short-term bonds at amortized cost; and equities and other short-term investments at cost.Average invested assets at cost are based on the monthly amortized cost of the invested assets for each respective period.

Included in net loss are net realized investment losses of $67.4 million and $23.8 million for the three months ended June 30, 2013 and 2012, respectively. Net realized investment losses include losses of $78.7 million and $24.8 million for the three months ended June 30, 2013 and 2012, respectively, due to changes in the fair value of total investments pursuant to the application of the fair value accounting option. Net losses for the three months ended June 30, 2013 arose primarily from $59.6 million and $19.0 million market value decreases in the Company’s fixed maturity and equity securities, respectively. The Company’s municipal bond holdings represent the majority of the fixed maturity portfolio and were adversely affected by the increase in market interest rates during the three months ended June 30, 2013. The primary cause of the decreases in the value of the Company's equity securities was the overall decline in the equity markets during the three months ended June 30, 2013. The net losses for the three months ended June 30, 2012 arose primarily from a $34.0 million market value decrease in the Company’s equity securities offset by a $9.8 million market value increase in its fixed maturity securities. The Company’s municipal bond holdings represent the majority of its fixed maturity portfolio, which were positively affected by improvements in the overall municipal bond market during the three months ended June 30, 2012. The primary cause of the losses in the value of the Company’s equity securities was the overall decline in the equity markets during the three months ended June 30, 2012.

Net Loss

Net loss was $9.3 million, or $0.17 per share (basic and diluted), and $5.3 million, or $0.10 per share (basic and diluted), in the three months ended June 30, 2013 and 2012, respectively. Diluted per share results were based on a weighted average of 54.9 million shares in each of the three months ended June 30, 2013 and 2012. Included in net loss per share were net realized investment losses, net of income taxes, of $0.80 and $0.28 per share (basic and diluted) in the three months ended June 30, 2013 and 2012, respectively.

Six Months Ended June 30, 2013 compared to Six Months Ended June 30, 2012

Revenue

Net premiums written and net premiums earned for the six months ended June 30, 2013 increased 3.4% and 5.1%, respectively, from the corresponding period in 2012. The increase in net premiums written was primarily due to an increase in the number of policies in-force and higher average premiums per policy which primarily resulted from the October 2012 4% rate increase on California private passenger automobile policies as well as rate increases taken in states outside of California.

The following is a reconciliation of total net premiums written to net premiums earned:

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	Six Months Ended June 30,
	2013			2012
	(Amounts in thousands)
Net premiums written	$	1,355,983		$	1,311,920
Change in net unearned premium	(17,601		)	(38,861		)
Net premiums earned	$	1,338,382		$	1,273,059

Expenses

Loss and expense ratios are used to interpret the underwriting experience of property and casualty insurance companies. The following table presents the Insurance Companies’ loss ratio, expense ratio, and combined ratio determined in accordance with GAAP:

	Six Months Ended June 30,
	2013		2012
Loss ratio	71.3	%	74.4	%
Expense ratio	27.1	%	26.7	%
Combined ratio(1)	98.3	%	101.1	%

(1) Combined ratio for the six months ended June 30, 2013 does not sum due to rounding.

The loss ratio was affected by favorable development of approximately $3 million and unfavorable development of approximately $29 million on prior accident years’ losses and loss adjustment expenses reserves for the six months ended June 30, 2013 and 2012, respectively. The favorable development in 2013 is primarily from non-California states. The unfavorable development in 2012 is largely the result of re-estimates of California bodily injury losses which experienced both higher average severities and more late reported claims (claim count development) than originally estimated at December 31, 2011. The Company also recognized approximately $14 million of pre-tax catastrophic losses for the six months ended June 30, 2013 as a result of tornadoes in Oklahoma and severe storms in the Midwest and the Southeast region. The Company recognized approximately $8 million of catastrophic losses for the six months ended June 30, 2012.

The increase in the expense ratio for the six months ended June 30, 2013 was mainly due to the consolidation of claims and underwriting operations located outside of California into hub locations, which caused approximately $10 million of pre-tax office closure costs and severance related expense during the first quarter of 2013.

Income tax expense was $8.8 and $15.0 million for the six-month periods ended June 30, 2013 and 2012, respectively. The decrease resulted primarily from the decreased income before income taxes compared to the corresponding period in 2012.

Investments

The following table presents the investment results of the Company:

	Six Months Ended June 30,
	2013			2012
	(Amounts in thousands)
Average invested assets at cost (1)	$	3,050,372		$	2,992,590
Net investment income(2)
Before income taxes	$	62,850		$	63,159
After income taxes	$	55,058		$	56,028
Average annual yield on investments(2)
Before income taxes	4.1		%	4.2		%
After income taxes	3.6		%	3.7		%
Net realized investment (losses) gains	$	(23,365	)	$	28,904

(1) Fixed maturities and short-term bonds at amortized cost; and equities and other short-term investments at cost.Average invested assets at cost are based on the monthly amortized cost of the invested assets for each respective period.

25

(2) Net investment income and average annual yield decreased primarily due to the maturity and replacement of higher yielding investments purchased when market interest rates were higher, with lower yielding investments purchased during low interest rate environments.

Included in net income are net realized investment losses of $23.4 million and gains of $28.9 million for the six months ended June 30, 2013 and 2012, respectively. Net realized investment (losses) gains include losses of $35.3 million and gains of $24.6 million for the six months ended June 30, 2013 and 2012, respectively, due to changes in the fair value of total investments pursuant to the application of the fair value accounting option. The net losses for the six months ended June 30, 2013 arose primarily from a $70.0 million market value decrease in the Company’s fixed maturity securities and offset by a $35.0 million market value increase in its equity securities. The Company’s municipal bond holdings represent the majority of the fixed maturity portfolio, which were adversely affected by the increase in interest rates during the six months ended June 30, 2013. The primary cause of the increase in the value of the Company’s equity securities was the improvement in the equity markets in the first quarter of 2013. The net gains for the six months ended June 30, 2012 arose primarily from a $30.8 million market value increase in the Company's fixed maturity securities offset by a $5.5 million market value decrease in its equity securities. The Company’s municipal bond holdings represent the majority of the fixed maturity portfolio, which were positively affected by the overall improvements in the municipal bond market during the six months ended June 30, 2012. The primary cause of the losses in the value of the Company’s equity securities was the decline in the market value of the Company's large holdings of energy related stocks in the second quarter of 2012.

Net Income

Net income was $57.2 million, or $1.04 per share (basic and diluted), and $68.1 million, or $1.24 per share (basic and diluted), in the six months ended June 30, 2013 and 2012, respectively. Diluted per share results were based on a weighted average of 54.9 million shares in each of the six months ended June 30, 2013 and 2012. Included in net income per share were net realized investment (losses) gains, net of income taxes, of $(0.28) and $0.34 per share (basic and diluted) in the six months ended June 30, 2013 and 2012, respectively.

LIQUIDITY AND CAPITAL RESOURCES

A. Cash Flows

The Company has generated positive cash flow from operations for over twenty consecutive years. The Company does not attempt to match the duration and timing of asset maturities with those of liabilities because of the long track record of generating positive operating cash flows. Rather, the Company manages its portfolio with a view towards maximizing total return with an emphasis on after-tax income. With combined cash and short-term investments of $345.9 million at June 30, 2013 as well as a $200 million revolving credit facility, the Company believes its cash flow from operations is adequate to satisfy its liquidity requirements without the forced sale of investments. Investment maturities are also available to meet the Company’s liquidity needs. However, the Company operates in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, there can be no assurance that the Company’s sources of funds will be sufficient to meet its liquidity needs or that the Company will not be required to raise additional funds to meet those needs or for future business expansion, through the sale of equity or debt securities or from credit facilities with lending institutions.

Net cash provided by operating activities in the six months ended June 30, 2013 was $96.5 million, an increase of $47.1 million compared to the corresponding period in 2012. The increase was primarily due to increased premium collected, reduced operating expenses and income taxes paid, offset by an increase in paid losses and loss adjustment expenses. The Company utilized the cash provided by operating activities primarily for the payment of dividends to its shareholders.

The following table presents the estimated fair value of fixed maturity securities at June 30, 2013 by contractual maturity in the next five years:

	Fixed Maturities
	(Amounts in thousands)
Due in one year or less	$	91,053
Due after one year through two years	67,697
Due after two years through three years	92,394
Due after three years through four years	72,024
Due after four years through five years	105,422
Total due within five years	$	428,590

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B. Reinsurance

The Company entered into a Catastrophe Reinsurance Treaty (“Treaty”) effective July 1, 2013 through June 30, 2014. The Treaty provides for $100 million coverage on a per occurrence basis after covered catastrophe losses exceed a $100 million Company retention limit. The Treaty provides coverage for property and automobile physical damage and excludes losses from earthquake, fire following earthquake, and Florida automobile physical damage. Annual premium is $4.25 million.

C. Invested Assets

Portfolio Composition

An important component of the Company’s financial results is the return on its investment portfolio. The Company’s investment strategy emphasizes safety of principal and consistent income generation, within a total return framework. The investment strategy has historically focused on maximizing after-tax yield with a primary emphasis on maintaining a well diversified, investment grade, fixed income portfolio to support the underlying liabilities and achieve return on capital and profitable growth. The Company believes that investment yield is maximized by selecting assets that perform favorably on a long-term basis and by disposing of certain assets to enhance after-tax yield and minimize the potential effect of downgrades and defaults. The Company continues to believe that this strategy maintains the optimal investment performance necessary to sustain investment income over time. The Company’s portfolio management approach utilizes a market risk and consistent asset allocation strategy as the primary basis for the allocation of interest sensitive, liquid and credit assets as well as for determining overall below investment grade exposure and diversification requirements. Within the ranges set by the asset allocation strategy, tactical investment decisions are made in consideration of prevailing market conditions.

The following table presents the composition of the total investment portfolio of the Company at June 30, 2013:

	Cost (1)		Fair Value
	(Amounts in thousands)
Fixed maturity securities:
U.S. government bonds and agencies	$	15,868	$	15,965
Municipal securities	2,082,834		2,143,070
Mortgage-backed securities	31,539		34,176
Corporate securities	250,780		249,849
Collateralized debt obligations	32,874		38,992
	2,413,895		2,482,052
Equity securities:
Common stock:
Public utilities	102,075		107,942
Banks, trusts and insurance companies	18,003		23,603
Energy and other	336,600		358,411
Non-redeemable preferred stock	25,895		26,779
Partnership interest in a private credit fund	10,000		11,990
	492,573		528,725
Short-term investments	165,783		165,520
Total investments	$	3,072,251	$	3,176,297

(1) Fixed maturities and short-term bonds at amortized cost; and equities and other short-term investments at cost.

At June 30, 2013, 66.8% of the Company’s total investment portfolio at fair value and 85.5% of its total fixed maturity investments at fair value were invested in tax-exempt state and municipal bonds. Equity holdings consist of non-redeemable preferred stocks, dividend-bearing common stocks on which dividend income is partially tax-sheltered by the 70% corporate dividend received deduction, and a partnership interest in a private credit fund. At June 30, 2013, 79.0% of short-term investments consisted of highly rated short-duration securities redeemable on a daily or weekly basis. The Company does not have any direct equity investment in sub-prime lenders.

During the six months ended June 30, 2013, the Company recognized $23.4 million in net realized investment losses, which primarily include gains of $47.0 million related to equity securities and losses of $70.8 million related to fixed maturity securities.

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Included in the gains and losses were $35.0 million in gains due to changes in the fair value of the Company's equity security portfolio and $70.0 million in losses due to changes in the fair value of the Company’s fixed maturity security portfolio as a result of applying the fair value option.

During the six months ended June 30, 2012, the Company recognized $28.9 million in net realized investment gains, which primarily include gains of $31.3 million related to fixed maturity securities and losses of $3.2 million related to equity securities. Included in the gains and losses were $30.8 million in gains due to changes in the fair value of the Company's fixed maturity security portfolio and $5.5 million in losses due to changes in the fair value of the Company’s equity security portfolio as a result of applying the fair value option.

Fixed maturity securities and short-term investments

Fixed maturity securities include debt securities, which may have fixed or variable principal payment schedules, may be held for indefinite periods of time, and may be used as a part of the Company’s asset/liability strategy or sold in response to changes in interest rates, anticipated prepayments, risk/reward characteristics, liquidity needs, tax planning considerations, or other economic factors. Short-term investments include money market accounts, options, and short-term bonds that are highly rated short duration securities and redeemable within one year.

A primary exposure for the fixed maturity securities is interest rate risk. The longer the duration, the more sensitive the asset is to market interest rate fluctuations. As assets with longer maturity dates tend to produce higher current yields, the Company’s historical investment philosophy has resulted in a portfolio with a moderate duration. The nominal average maturities of the overall bond portfolio were 12.6 years and 12.2 years (12.0 years and 11.0 years including short-term instruments) at June 30, 2013 and December 31, 2012, respectively. The portfolio is heavily weighted in investment grade tax-exempt municipal bonds. Fixed maturity investments purchased by the Company typically have call options attached, which further reduce the duration of the asset as interest rates decline. The call-adjusted average maturities of the overall bond portfolio were 4.5 years and 3.7 years (4.3 years and 3.3 years including short-term instruments) at June 30, 2013 and December 31, 2012, respectively, related to holdings which are heavily weighted with high coupon issues that are expected to be called prior to maturity. The modified durations of the overall bond portfolio reflecting anticipated early calls were 3.6 years and 3.1 years (3.4 years and 2.8 years including short-term instruments) at June 30, 2013 and December 31, 2012, respectively, including collateralized mortgage obligations with a modified duration of 2.9 years and 3.2 years at June 30, 2013 and December 31, 2012, respectively, and short-term bonds that carry no duration. Modified duration measures the length of time it takes, on average, to receive the present value of all the cash flows produced by a bond, including reinvestment of interest. As it measures four factors (maturity, coupon rate, yield and call terms) which determine sensitivity to changes in interest rate, modified duration is considered a better indicator of price volatility than simple maturity alone.

Another exposure related to the fixed maturity securities is credit risk, which is managed by maintaining a weighted-average portfolio credit quality rating of AA-, at fair value, consistent with the average rating at December 31, 2012. To calculate the weighted-average credit quality ratings as disclosed throughout this Quarterly Report on Form 10-Q, individual securities were weighted based on fair value and a credit quality numeric score that was assigned to each rating grade. Tax-exempt bond holdings are broadly diversified geographically. Taxable holdings consist principally of investment grade issues. At June 30, 2013, fixed maturity holdings rated below investment grade and non-rated bonds totaled $37.2 million and $53.5 million, respectively, at fair value, and represented 1.5% and 2.2%, respectively, of total fixed maturity securities. At December 31, 2012, fixed maturity holdings rated below investment grade and non-rated bonds totaled $41.4 million and $47.4 million, respectively, at fair value, and represented 1.7% and 2.0%, respectively, of total fixed maturity securities.

The following table presents the credit quality ratings of the Company’s fixed maturity portfolio by security type at June 30, 2013 at fair value. The Company’s estimated credit quality ratings are based on the average of ratings assigned by nationally recognized securities rating organizations. Credit ratings for the Company’s fixed maturity portfolio were stable during the six months ended June 30, 2013, with 93.4% of fixed maturity securities at fair value experiencing no change in their overall rating. 4.5% of fixed maturity securities at fair value experienced upgrades during the period, partially offset by 2.1% in credit downgrades. A majority of the downgrades were slight and still within the investment grade portfolio.

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	June 30, 2013
	(Amounts in thousands)
	AAA			AA(1)			A(1)			BBB(1)			Non-Rated/Other			Total Fair Value
U.S. government bonds and agencies:
Treasuries	$	12,589		$	0		$	0		$	0		$	0		$	12,589
Government agency	3,376			0			0			0			0			3,376
Total	15,965			0			0			0			0			15,965
	100.0		%													100.0		%
Municipal securities:
Insured	6,849			316,564			653,447			27,476			14,319			1,018,655
Uninsured	230,452			347,638			378,182			156,667			11,476			1,124,415
Total	237,301			664,202			1,031,629			184,143			25,795			2,143,070
	11.1		%	31.0		%	48.1		%	8.6		%	1.2		%	100.0		%
Mortgage-backed securities:
Commercial	0			0			9,468			2,943			0			12,411
Agencies	8,574			0			0			0			0			8,574
Non-agencies:
Prime	43			514			2,095			511			2,434			5,597
Alt-A	0			1,214			296			0			6,084			7,594
Total	8,617			1,728			11,859			3,454			8,518			34,176
	25.2		%	5.1		%	34.7		%	10.1		%	24.9		%	100.0		%
Corporate securities:
Communications	0			0			7,384			0			0			7,384
Consumer-cyclical	0			0			8,847			0			1,132			9,979
Consumer-non-cyclical	0			0			0			12,075			0			12,075
Industrial	0			0			0			7,188			1,696			8,884
Energy	0			0			3,688			62,749			6,843			73,280
Basic materials	0			0			0			4,343			0			4,343
Financial	0			26,715			46,567			39,604			7,747			120,633
Technology	0			0			0			8,575			0			8,575
Utilities	0			0			2,120			2,576			0			4,696
Total	0			26,715			68,606			137,110			17,418			249,849
	0.0		%	10.7		%	27.4		%	54.9		%	7.0		%	100.0		%
Collateralized debt obligations:
Corporate-hybrid	0			0			0			0			38,992			38,992
Total	0			0			0			0			38,992			38,992
													100.0		%	100.0		%
Total	$	261,883		$	692,645		$	1,112,094		$	324,707		$	90,723		$	2,482,052
	10.6		%	27.9		%	44.8		%	13.1		%	3.6		%	100.0		%

(1) Intermediate ratings are offered at each level (e.g., AA includes AA+, AA and AA-).

At June 30, 2013, the Company had $24.5 million, 1.0% of its fixed maturity portfolio, at fair value, in U.S. government bonds and agencies and mortgage-backed securities (Agencies). In August 2011, Standard and Poor’s downgraded the U.S. government’s long-term sovereign credit rating from AAA to AA+. This downgrade has triggered significant volatility in prices for a variety of investments. While Moody’s and Fitch affirmed their AAA ratings, they placed a negative outlook in November 2011 and warned of a potential downgrade if no long-term deficit agreement was reached over the next two years. The negative outlook reflects these rating agencies’ declining confidence that timely fiscal measures will be forthcoming to place U.S. public finances on a sustainable path and secure the AAA ratings. Standard and Poor’s affirmed the U.S. Treasury’s short-term credit rating of AAA indicating that the short-term capacity of the U.S. to meet its financial commitment on its outstanding obligations is strong. The Company understands that market participants continue to use rates of return on U.S. government debt as a risk-

29

free rate and have continued to invest in U.S. Treasury securities. and the current yields on U.S. Treasury securities are lower than before the downgrade.

(1) Municipal Securities

The Company had $2.1 billion at fair value ($2.1 billion at amortized cost) in municipal bonds at June 30, 2013, of which $1.0 billion were insured by bond insurers. For insured municipal bonds that have underlying ratings, the average underlying rating was A+ at June 30, 2013.

At June 30, 2013, the bond insurers providing credit enhancement were Assured Guaranty Corporation and National Public Finance Guarantee Corporation, which covered approximately 17.5% of the insured municipal securities. The average rating of the Company’s insured municipal bonds by these bond insurers was A, with an underlying rating of A-. Most of the insured bonds’ ratings were investment grade and reflected the credit of underlying issuer. 9.1% of the remaining insured bonds are non-rated or below investment grade, and the Company does not believe that these insurers provide credit enhancement to the municipal bonds that they insure.

The Company considers the strength of the underlying credit as a buffer against potential market value declines which may result from future rating downgrades of the bond insurers. In addition, the Company has a long-term time horizon for its municipal bond holdings which generally allows it to recover the full principal amounts upon maturity and avoid forced sales prior to maturity of bonds that have declined in market value due to the bond insurers’ rating downgrades. Based on the uncertainty surrounding the financial condition of these insurers, it is possible that there will be additional downgrades to below investment grade ratings by the rating agencies in the future, and such downgrades could impact the estimated fair value of municipal bonds.

(2) Mortgage-Backed Securities

The mortgage-backed securities portfolio is categorized as loans to “prime” borrowers except for $7.6 million and $8.2 million ($6.8 million and $7.3 million at amortized cost) of Alt-A mortgages at June 30, 2013 and December 31, 2012, respectively. Alt-A mortgage backed securities are at fixed or variable rates and include certain securities that are collateralized by residential mortgage loans issued to borrowers with stronger credit profiles than sub-prime borrowers, but do not qualify for prime financing terms due to high loan-to-value ratios or limited supporting documentation. The Company had holdings of $12.4 million and $4.3 million ($12.4 million and $4.2 million at amortized cost) in commercial mortgage-backed securities at June 30, 2013 and December 31, 2012, respectively.

The weighted-average rating of the Company’s Alt-A mortgage-backed securities was B+ and the weighted-average rating of the entire mortgage-backed securities portfolio was BBB+ at June 30, 2013.

(3) Corporate Securities

Included in fixed maturity securities are $249.8 million and $155.6 million of corporate securities, which had durations of 2.4 years and 1.8 years, at June 30, 2013 and December 31, 2012, respectively. The weighted-average rating was BBB+ as of June 30, 2013 and December 31, 2012.

(4) Collateralized Debt Obligations

Included in fixed maturities securities are collateralized debt obligations of $39.0 million and $42.8 million, which represent 1.2% and 1.3% of the total investment portfolio and had durations of 0.2 years and 0.5 years at June 30, 2013 and December 31, 2012, respectively.

Equity securities

Equity holdings consist of non-redeemable preferred stocks, common stocks on which dividend income is partially tax-sheltered by the 70% corporate dividend received deduction, and a partnership interest in a private credit fund. The net gains due to changes in fair value of the Company’s equity portfolio during the six months ended June 30, 2013 were $35.0 million. The primary cause of the increase in the value of the Company's equity securities was the improvement in the equity markets during the first quarter of 2013.

The Company’s common stock allocation is intended to enhance the return of and provide diversification for the total portfolio. At June 30, 2013, 16.6% of the total investment portfolio at fair value was held in equity securities, compared to 15.0% at December 31, 2012.

D. Debt

Notes payable at June 30, 2013 and December 31, 2012 consists of two secured notes of $120 million and $20 million.

30

Both the $120 million Bank of America credit facility and the $20 million Union Bank loan have interest payable at a floating rate of LIBOR rate plus 40 basis points and expire on January 2, 2015.

The $120 million credit facility and $20 million bank loan contain financial covenants pertaining to minimum statutory surplus, debt to capital ratio, and risk based capital ratio. The Company was in compliance with all of its loan covenants at June 30, 2013.

On July 2, 2013, the Company entered into a $200 million five-year revolving credit facility with Bank of America and Union Bank of California. The interest rate on borrowings under the credit facility are based on the Company's debt to total capital ratio and range from LIBOR plus 112.5 basis points when the ratio is under 15% to LIBOR plus 162.5 basis points when the ratio is above 25%. Commitment fees for undrawn portions of the credit facility range from 12.5 basis points when the ratio is under 15% to 22.5 basis points when the ratio is above 25%. The credit facility expires on June 30, 2018. As of July 30, 2013, there have been no draws made against the credit facility.

E. Regulatory Capital Requirement

Industry and regulatory guidelines suggest that the ratio of a property and casualty insurer’s annual net premiums written to statutory policyholders’ surplus should not exceed 3.0 to 1. Based on the combined surplus of all the Insurance Companies of $1.5 billion at June 30, 2013, and net premiums written for the twelve months ended on that date of $2.7 billion, the ratio of premium written to surplus was 1.8 to 1.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

The Company is subject to various market risk exposures primarily due to its investing and borrowing activities. Primary market risk exposures are changes in interest rates, equity prices, and credit risk. Adverse changes to these rates and prices may occur due to changes in the liquidity of a market, or to changes in market perceptions of creditworthiness and risk tolerance. The following disclosure reflects estimates of future performance and economic conditions. Actual results may differ.

Overview

The Company’s investment policies define the overall framework for managing market and investment risks, including accountability and controls over risk management activities, and specify the investment limits and strategies that are appropriate given the liquidity, surplus, product profile, and regulatory requirements of the subsidiaries. Executive oversight of investment activities is conducted primarily through the Company’s investment committee. The Company’s investment committee focuses on strategies to enhance after-tax yields, mitigate market risks, and optimize capital to improve profitability and returns.

The Company manages exposures to market risk through the use of asset allocation, duration, and credit ratings. Asset allocation limits place restrictions on the total funds that may be invested within an asset class. Duration limits on the fixed maturities portfolio place restrictions on the amount of interest rate risk that may be taken. Comprehensive day-to-day management of market risk within defined tolerance ranges occurs as portfolio managers buy and sell within their respective markets based upon the acceptable boundaries established by investment policies.

Credit risk

Credit risk results from uncertainty in a counterparty’s ability to meet its obligations. Credit risk is managed by maintaining a high credit quality fixed maturities portfolio. As of June 30, 2013, the estimated weighted-average credit quality rating of the fixed maturities portfolio was AA-, at fair value, consistent with the average rating at December 31, 2012. Historically, the ten-year default rate for municipal bonds rated AA by Moody's has been less than 1%. The Company’s municipal bond holdings, which represent 86.3% of its fixed maturity portfolio at June 30, 2013, at fair value, are broadly diversified geographically. 99.1% of municipal bond holdings are tax-exempt. The following table presents municipal bond holdings by state in descending order of holdings at fair value at June 30, 2013:

31

States	Fair Value		Average Rating
	(Amounts in thousands)
California	$	352,250	A+
Texas	324,234		AA-
Florida	203,300		A+
Illinois	132,144		A+
Indiana	103,299		A+
Other states	1,027,843		A+
Total	$	2,143,070

The portfolio is broadly diversified among the states and the largest holdings are in populous states such as Texas and California. These holdings are further diversified primarily among cities, counties, schools, public works, hospitals, and state general obligations. The Company has no holdings in the Detroit municipality that recently declared bankruptcy. The Company seeks to minimize overall credit risk and ensure diversification by limiting exposure to any particular issuer.

Taxable fixed maturity securities represented 14.5% of the Company’s fixed maturity portfolio. 6.8% of the Company’s taxable fixed maturity securities were comprised of U.S. government bonds and agencies and mortgage-backed securities (Agencies), which were rated AAA at June 30, 2013. 6.1% of the Company’s taxable fixed maturity securities, representing 0.9% of its total fixed maturity portfolio, were rated below investment grade. Below investment grade issues are considered “watch list” items by the Company, and their status is evaluated within the context of the Company’s overall portfolio and its investment policy on an aggregate risk management basis, as well as their ability to recover their investment on an individual issue basis.

Equity price risk

Equity price risk is the risk that the Company will incur losses due to adverse changes in the equity markets.

At June 30, 2013, the Company’s primary objective for common equity investments was current income. The fair value of the equity investments consisted of $490.0 million in common stocks, $26.8 million in non-redeemable preferred stocks, and $12.0 million in a partnership interest in a private credit fund. Common stock equity assets are typically valued for future economic prospects as perceived by the market. The Company invests more in the energy and utility sector relative to the S&P 500 Index.

Common stocks represented 15.4% of total investments at fair value. Beta is a measure of a security’s systematic (non-diversifiable) risk, which is measured by the percentage change in an individual security’s return for a 1% change in the return of the market. The average Beta for the Company’s common stock holdings was 1.02 at June 30, 2013. Based on a hypothetical 25% or 50% reduction in the overall value of the stock market, the Company estimates that the fair value of the common stock portfolio would decrease by $124.9 million or $249.9 million, respectively.

Interest rate risk

Interest rate risk is the risk that the Company will incur a loss due to adverse changes in interest rates relative to the interest rate characteristics of interest bearing assets and liabilities. The Company faces interest rate risk, as it invests substantial funds in interest sensitive assets and issues interest sensitive liabilities. Interest rate risk includes risks related to changes in U.S. Treasury yields and other key benchmarks, as well as changes in interest rates resulting from the widening credit spreads and credit exposure to collateralized securities.

The value of the fixed maturity portfolio at June 30, 2013, which represented 78.1% of total investments at fair value, is subject to interest rate risk. As market interest rates decrease, the value of the portfolio increases and vice versa. A common measure of the interest sensitivity of fixed maturity assets is modified duration, a calculation that utilizes maturity, coupon rate, yield and call terms to calculate an average age of the expected cash flows generated by such assets. The longer the duration, the more sensitive the asset is to market interest rate fluctuations.

The Company has historically invested in fixed maturity investments with a goal of maximizing after-tax yields and holding assets to the maturity or call date. Since assets with longer maturities tend to produce higher current yields, the Company’s historical investment philosophy resulted in a portfolio with a moderate duration. Bond investments made by the Company typically have call options attached, which further reduce the duration of the asset as interest rates decline. The increased investment in municipal bonds with relatively longer duration in 2013 coupled with a rise in interest rates during the quarter resulted in an increase in the duration of the Company’s portfolio.

32

Consequently, the modified duration of the bond portfolio reflecting anticipated early calls was 3.6 years at June 30, 2013 compared to 3.1 years at December 31, 2012. Given a hypothetical increase of 100 or 200 basis points in interest rates, the Company estimates that the fair value of its bond portfolio at June 30, 2013 would decrease by $90.6 million or $181.2 million, respectively. Conversely, if interest rates were to decrease, the fair value of the Company's bond portfolio would rise, and it may cause a higher number of the Company's bonds to be called away. The proceeds from the called bonds would likely be reinvested at lower yields which would result in lower overall investment income for the Company.  

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

As required by Securities and Exchange Commission Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the quarter covered by this Quarterly Report on Form 10-Q. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is, from time to time, named as a defendant in various lawsuits or regulatory actions incidental to its insurance business. The majority of lawsuits brought against the Company relate to insurance claims that arise in the normal course of business and are reserved for through the reserving process. For a discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The Company also establishes reserves for non-insurance claims related lawsuits, regulatory actions, and other contingencies when the Company believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. While actual losses may differ from the amounts recorded and the ultimate outcome of the Company’s pending actions is generally not yet determinable, the Company does not believe that the ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations, or cash flows.

In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. For a discussion of legal matters, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.See also "Overview-C. Regulatory and Litigation Matters" in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

There are no environmental proceedings arising under federal, state, or local laws or regulations to be discussed.

33

Item 1A. Risk Factors

The Company’s business, results of operations, and financial condition are subject to various risks. These risks are described elsewhere in this Quarterly Report on Form 10-Q and in the Company's other filings with the United States Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The risk factors identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 have not changed in any material respect.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

10.1	Credit Agreement, dated as of July 2, 2013, by and among Mercury General Corporation, Bank of America, as Administrative Agent, and the Lenders party thereto.
15.1	Report of Independent Registered Public Accounting Firm.
15.2	Awareness Letter of Independent Registered Public Accounting Firm.
31.1	Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.
32.2	Certification of Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.
101	The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (v) the Condensed Notes to the Consolidated Financial Statements.

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MERCURY GENERAL CORPORATION
Date: July 31, 2013	By:	/s/ Gabriel Tirador
		Gabriel Tirador
		President and Chief Executive Officer
Date: July 31, 2013	By:	/s/ Theodore Stalick
		Theodore Stalick
		Senior Vice President and Chief Financial Officer

35

EX-10.1

Exhibit 10.1

Published CUSIP Numbers: 58940DAA0

58940DAB8

CREDIT AGREEMENT

Dated as of July 2, 2013

among

MERCURY GENERAL CORPORATION,
as the Borrower,

BANK OF AMERICA, N.A.,
as Administrative Agent and L/C Issuer

and

The Other Lenders Party Hereto

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Sole Lead Arranger and Sole Book Manager

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ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS..........................................................1

1.01 Defined Terms......................................................................................................................1

1.02 Other Interpretive Provisions.............................................................................................20

1.03 Accounting Terms..............................................................................................................21

1.04 Rounding............................................................................................................................21

1.05 Times of Day......................................................................................................................21

1.06 Letter of Credit Amounts...................................................................................................22

ARTICLE II. THE COMMITMENTS AND LOANS......................................................................22

2.01 Loans..................................................................................................................................22

2.02 Borrowings, Conversions and Continuations of Loans.....................................................22

2.03 Letters of Credit.................................................................................................................24

2.04 Prepayments.......................................................................................................................32

2.05 Termination or Reduction of Commitments......................................................................33

2.06 Repayment of Loans................................................................................. ........................33

2.07 Interest................................................................................................................................33

2.08 Fees....................................................................................................................................34

2.09 Computation of Interest and Fees......................................................................................35

2.10 Evidence of Debt................................................................................................................35

2.11 Payments Generally; Administrative Agent’s Clawback...................................................36

2.12 Sharing of Payments by Lenders.......................................................................................37

2.13 Increase in Commitments..................................................................................................38

2.14 Cash Collateral...................................................................................................................39

2.15 Defaulting Lenders.............................................................................................................40

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY...............................................43

3.01 Taxes..................................................................................................................................43

3.02 Illegality.............................................................................................................................47

3.03 Inability to Determine Rates..............................................................................................48

3.04 Increased Costs; Reserves on Eurodollar Rate Loans........................................................48

3.05 Compensation for Losses...................................................................................................50

3.06 Mitigation Obligations; Designation of a Different Lending Office.................................50

3.07 Survival..............................................................................................................................51

ARTICLE IV. CONDITIONS PRECEDENT TO LOANS...............................................................51

4.01 Documentary Conditions of Closing Date.........................................................................51

4.02 Conditions Precedent to Loans..........................................................................................52

ARTICLE V. REPRESENTATIONS AND WARRANTIES............................................................53

5.01 Existence, Qualification and Power...................................................................................53

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5.02 Authorization; No Contravention......................................................................................53

5.03 Governmental Authorization; Other Consents..................................................................53

5.04 Binding Effect...................................................................................................................54

5.05 Financial Statements; No Material Adverse Effect...........................................................54

5.06 Litigation...........................................................................................................................55

5.07 No Default.........................................................................................................................55

5.08 Ownership of Property; Liens...........................................................................................55

5.09 Environmental Compliance..............................................................................................55

5.10 Insurance...........................................................................................................................55

5.11 Taxes.................................................................................................................................56

5.12 ERISA Compliance...........................................................................................................56

5.13 Subsidiaries; Equity Interests............................................................................................56

5.14 Margin Regulations; Investment Company Act................................................................57

5.15 Disclosure.........................................................................................................................57

5.16 Compliance with Laws.....................................................................................................57

5.17 Taxpayer Identification Number.......................................................................................57

5.18 Insurance Licenses............................................................................................................57

ARTICLE VI. AFFIRMATIVE COVENANTS.................................................................................58

6.01 Financial Statements.........................................................................................................58

6.02 Certificates; Other Information.........................................................................................59

6.03 Notices..............................................................................................................................61

6.04 Payment of Obligations.....................................................................................................62

6.05 Preservation of Existence, Etc..........................................................................................62

6.06 Maintenance of Properties................................................................................................62

6.07 Maintenance of Insurance.................................................................................................62

6.08 Compliance with Laws.....................................................................................................62

6.09 Books and Records...........................................................................................................62

6.10 Inspection Rights..............................................................................................................63

6.11 Use of Proceeds.................................................................................................................63

6.12 Bank as Principal Depository............................................................................................63

ARTICLE VII. NEGATIVE COVENANTS.......................................................................................63

7.01 Liens..................................................................................................................................63

7.02 Investments.......................................................................................................................64

7.03 Indebtedness......................................................................................................................65

7.04 Fundamental Changes.......................................................................................................66

7.05 Dispositions......................................................................................................................67

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7.06 Restricted Payments...........................................................................................................67

7.07 Change in Nature of Business............................................................................................67

7.08 Transactions with Affiliates...............................................................................................68

7.09 Burdensome Agreements...................................................................................................68

7.10 Use of Proceeds..................................................................................................................68

7.11 Financial Covenants...........................................................................................................69

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES..............................................................69

8.01 Events of Default...............................................................................................................69

8.02 Remedies Upon Event of Default......................................................................................72

8.03 Application of Funds..........................................................................................................72

ARTICLE IX. ADMINISTRATIVE AGENT....................................................................................73

9.01 Appointment and Authority................................................................................................73

9.02 Rights as a Lender..............................................................................................................73

9.03 Exculpatory Provisions......................................................................................................73

9.04 Reliance by Administrative Agent.....................................................................................74

9.05 Delegation of Duties..........................................................................................................75

9.06 Resignation of Administrative Agent.................................................................................75

9.07 Non-Reliance on Administrative Agent and Other Lenders..............................................76

9.08 No Other Duties, Etc..........................................................................................................77

9.09 Administrative Agent May File Proofs of Claim...............................................................77

ARTICLE X. MISCELLANEOUS...................................................................................................77

10.01 Amendments, Etc...............................................................................................................77

10.02 Notices; Effectiveness; Electronic Communication..........................................................78

10.03 No Waiver; Cumulative Remedies; Enforcement..............................................................81

10.04 Expenses; Indemnity; Damage Waiver..............................................................................81

10.05 Payments Set Aside............................................................................................................83

10.06 Successors and Assigns......................................................................................................84

10.07 Treatment of Certain Information; Confidentiality............................................................88

10.08 Right of Setoff....................................................................................................................89

10.09 Interest Rate Limitation.....................................................................................................89

10.10 Counterparts; Integration; Effectiveness............................................................................90

10.11 Survival of Representations and Warranties......................................................................90

10.12 Severability........................................................................................................................90

10.13 Replacement of Lenders....................................................................................................90

10.14 Governing Law; Jurisdiction; Etc......................................................................................91

10.15 Waiver of Jury Trial...........................................................................................................92

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10.16 California Proceedings.......................................................................................................93

10.17 No Advisory or Fiduciary Responsibility..........................................................................93

10.18 Electronic Execution of Assignments and Certain Other Documents...............................93

10.19 USA PATRIOT Act............................................................................................................94

10.20 Time of the Essence...........................................................................................................94

10.21 Entire Agreement...............................................................................................................94

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STG_478957.1

SCHEDULES

1.01    Collateral Advance Rates

2.01    Commitments and Applicable Percentages

7.02    Investments

5.13    Subsidiaries; Other Equity Investments
11.02    Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form of

A    Loan Notice

B    Note

C    Compliance Certificate

D-1    Assignment and Assumption

D-2    Administrative Questionnaire

E    Opinion Matters

F-1    U.S. Tax Compliance Certificate

F-2    U.S. Tax Compliance Certificate

F-3    U.S. Tax Compliance Certificate

F-4    U.S. Tax Compliance Certificate

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STG_478957.1

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 2, 2013, among MERCURY GENERAL CORPORATION, a California corporation (the “Borrower), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.

“Act” has the meaning specified in Section 10.19.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” has the meaning specified in the introductory paragraph hereto.

“Annual Statement” means with respect to any Insurance Subsidiary, the annual financial statement of such Insurance Subsidiary as required to be filed with the Applicable Insurance Regulatory Authority, together with all exhibits or schedules filed therewith, prepared in conformity with SAP.

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.15. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Insurance Regulatory Authority” means, with respect to any Insurance Subsidiary, the California Department of Insurance or similar Governmental Authority located in (a) the jurisdiction in which such Person is domiciled or (b) such other jurisdiction which due to the nature of such Person’s activities, has regulatory authority over such Person, and any federal Governmental Authority regulating the insurance industry.

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“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt to Capital Ratio as set forth below:

Debt to Capital Ratio	Commitment Fee	Applicable Margin for LIBOR Loans	Applicable Margin for Base Rate Loans	Letter of Credit Fee
< 15%	0.125%	1.125%	2.125%	1.125%
≥ 15% but < 20%	0.150%	1.250%	2.250%	1.250%
≥ 20% but < 25%	0.175%	1.375%	2.375%	1.375%
≥ 25%	0.225%	1.625%	2.625%	1.625%

Initially, the Applicable Rate shall be determined based upon the Debt to Capital Ratio specified in the certificate delivered pursuant to Section 4.01(g). Thereafter, any change in the Applicable Rate shall become effective as of the first Business Day immediately following the date a Compliance Certificate and related financial statements are delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate and related financial statements are not delivered when required under Sections 6.01 and 6.02(a), then the highest pricing level shall apply as of the first Business Day after the date on which such Compliance Certificate and related financial statements were required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate and related financial statements are delivered.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and sole book manager.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(a)), and accepted by the Administrative Agent, in substantially the form of Exhibit D-1 or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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“Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or Los Angeles, California and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Cash Collateralize” means to deposit in a Controlled Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b)    during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation

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of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);

(c)    the Borrower ceases to directly own 100% of the Equity Interests in MCC, free and clear of Liens; or

(d)    the Borrower ceases to own, directly or indirectly, 100% of the Equity Interests in any Material Insurance Subsidiary (other than MCC), free and clear of Liens.

“Closing Date” means the first date all the conditions precedent in Sections 4.01 and 4.02 are satisfied or waived in accordance with Section 10.01.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, as to each Lender, its obligation to (a) make Loans to the Borrower pursuant to Section 2.01 and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Company Action Level” means (a) for any Material Insurance Subsidiary that is domiciled in California, two (2) times the Authorized Control Level Risk Based Capital, calculated in accordance with SAP, and (b) for all other Material Insurance Subsidiaries, the Company Action Level, calculated in accordance with SAP.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Consolidated Debt” means, as of any date of determination, the balance sheet amount of the consolidated Indebtedness of the Borrower and its Subsidiaries on that date.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.

“Consolidated Net Worth” means, as of any date of determination, the consolidated shareholders’ equity of the Borrower calculated in accordance with GAAP. For purposes of calculating Consolidated Net Worth, the effect of mark-to-market accounting for held securities shall be disregarded.

“Consolidated Statutory Net Income” means, for any period, for MCC, the net statutory income of MCC for that period excluding (a) extraordinary gains and extraordinary losses and (b) dividends and other distributions from its Subsidiaries and other Affiliates for such period, calculated in accordance with SAP.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Account” means each deposit account that is subject to an account control agreement in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

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“Debt to Capital Ratio” means the ratio, expressed as a percentage, of (a) Consolidated Debt to (b) Consolidated Net Worth plus Consolidated Debt.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer and each other Lender promptly following such determination.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” and “$” mean lawful money of the United States.

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“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(a)(iii), and (v) (subject to such consents, if any, as may be required under Section 10.06(a)(iii)).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Eurodollar Rate” means:

(A) FOR ANY INTEREST PERIOD WITH RESPECT TO A EURODOLLAR RATE LOAN, THE RATE PER ANNUM EQUAL TO (I) THE BRITISH BANKERS ASSOCIATION LIBOR RATE OR THE SUCCESSOR THERETO IF THE BRITISH BANKERS ASSOCIATION IS NO LONGER MAKING A LIBOR RATE AVAILABLE (“LIBOR”), AS PUBLISHED BY REUTERS (OR SUCH OTHER COMMERCIALLY AVAILABLE SOURCE PROVIDING QUOTATIONS OF LIBOR AS MAY BE DESIGNATED BY THE ADMINISTRATIVE AGENT FROM TIME TO TIME) AT APPROXIMATELY 11:00 A.M., LONDON TIME, TWO LONDON BANKING DAYS PRIOR TO THE COMMENCEMENT OF SUCH INTEREST PERIOD, FOR DOLLAR DEPOSITS (FOR DELIVERY ON THE FIRST DAY OF SUCH INTEREST PERIOD) WITH

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A TERM EQUIVALENT TO SUCH INTEREST PERIOD OR, (II) IF SUCH RATE IS NOT AVAILABLE AT SUCH TIME FOR ANY REASON, THE RATE PER ANNUM DETERMINED BY THE ADMINISTRATIVE AGENT TO BE THE RATE AT WHICH DEPOSITS IN DOLLARS FOR DELIVERY ON THE FIRST DAY OF SUCH INTEREST PERIOD IN SAME DAY FUNDS IN THE APPROXIMATE AMOUNT OF THE EURODOLLAR RATE LOAN BEING MADE, CONTINUED OR CONVERTED AND WITH A TERM EQUIVALENT TO SUCH INTEREST PERIOD WOULD BE OFFERED BY BANK OF AMERICA’S LONDON BRANCH TO MAJOR BANKS IN THE LONDON INTERBANK EURODOLLAR MARKET AT THEIR REQUEST AT APPROXIMATELY 11:00 A.M. (LONDON TIME) TWO LONDON BANKING DAYS PRIOR TO THE COMMENCEMENT OF SUCH INTEREST PERIOD; AND

(B)    FOR ANY INTEREST CALCULATION WITH RESPECT TO A BASE RATE LOAN ON ANY DATE, THE RATE PER ANNUM EQUAL TO (I) LIBOR, AT APPROXIMATELY 11:00 A.M., LONDON TIME DETERMINED TWO LONDON BANKING DAYS PRIOR TO SUCH DATE FOR DOLLAR DEPOSITS BEING DELIVERED IN THE LONDON INTERBANK MARKET FOR A TERM OF ONE MONTH COMMENCING THAT DAY OR (II) IF SUCH PUBLISHED RATE IS NOT AVAILABLE AT SUCH TIME FOR ANY REASON, THE RATE PER ANNUM DETERMINED BY THE ADMINISTRATIVE AGENT TO BE THE RATE AT WHICH DEPOSITS IN DOLLARS FOR DELIVERY ON THE DATE OF DETERMINATION IN SAME DAY FUNDS IN THE APPROXIMATE AMOUNT OF THE BASE RATE LOAN BEING MADE OR MAINTAINED AND WITH A TERM EQUAL TO ONE MONTH WOULD BE OFFERED BY BANK OF AMERICA’S LONDON BRANCH TO MAJOR BANKS IN THE LONDON INTERBANK EURODOLLAR MARKET AT THEIR REQUEST AT THE DATE AND TIME OF DETERMINATION.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471 (b) (1) of the Code.

“Federal Funds Rate”means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

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“Fee Letter” means the letter agreement, dated June 6, 2013 among the Borrower, the Administrative Agent and the Arranger.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction^. 

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)    net obligations of such Person under any Swap Contract;

(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    capital leases and Synthetic Lease Obligations;

(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h)    all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Insurance License” means any license, certificate of authority, permit or other authorization which is required to be obtained from any Governmental Authority in connection with the operation, ownership or transaction of insurance or reinsurance business.

“Insurance Subsidiary” means each of MCC and any other Subsidiary of the Borrower which is licensed by any Governmental Authority to engage in the insurance and/or reinsurance business.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December, and the Maturity Date.

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“Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice, or such other period that is twelve months or less requested by the Borrower and consented to by all the Lenders; provided that:

(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)    any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)    no Interest Period shall extend beyond the Maturity Date.

“Interim Statement” means with respect to any Insurance Subsidiary, any interim statutory financial statement or financial report (whether quarterly, semiannually or otherwise) of such Insurance Subsidiary as required to be filed with the Applicable Insurance Regulatory Authority, together with all exhibits or schedules filed therewith, prepared in conformity with SAP.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. Investment as used in this Agreement does not include Swap Contracts.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” and “Lenders” have the meaning specified in the introductory paragraph hereto.

“Lender Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Loans and such Lender’s participation in L/C Obligations at such time.

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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to $10,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” has the meaning specified in Section 2.01.

“Loan Documents” means this Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement and the Fee Letter.

“Loan Notice” means a notice of (a) a borrowing hereunder, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, shall be substantially in the form of Exhibit A.

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“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Margin Stock” has the meaning specified in Regulation U issued by the FRB.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent), operations or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“Material Insurance Subsidiary” means MCC and each other Insurance Subsidiary which is Material Party.

“Material Party” means the Borrower, MCC and each other Subsidiary of the Borrower whose consolidated assets or revenues exceed 10% of the consolidated assets or revenues of the Borrower and its Subsidiaries for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b).

“Maturity Date” means June 30, 2018; provided that if such date is not a Business Day, the Maturity Date shall be the next succeeding Business Day.

“MCC” means Mercury Casualty Corporation, a California corporation.

“MCC Bank of America Facility” has the meaning given such term in Section 7.03(b).

“MCC Statutory Surplus” means, on any date, the amount (determined in accordance with SAP) of MCC’s surplus as at the last day of any fiscal quarter ending on or most recently ended prior to such date.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to100% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i) or (a)(ii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their reasonable discretion.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“NAIC” means the National Association of Insurance Commissioners and any successor thereto.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B.

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“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (i) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 10.06(c).

“Participant Register” has the meaning specified in Section 10.06(c).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

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“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

“Register” has the meaning specified in Section 10.06(b).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, at any time, (a) if there are three or more Lenders, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders and (b) if there are two or fewer Lenders, the consent of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.

“Responsible Officer” means the chief executive officer, president, chief financial officer, corporate secretary, treasurer, assistant treasurer or controller of the Borrower and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof).

“Risk Based Capital Ratio” means, as to any Material Insurance Subsidiary, the ratio of (a) the “Total Adjusted Capital”, calculated in accordance with SAP, to (b) the Company Action Level.

“SAP” means, as to any Insurance Subsidiary, the accounting practices prescribed or permitted by NAIC, if then applicable to such Insurance Subsidiary, or the Applicable Insurance Regulatory Authority of the jurisdiction of domicile of such Insurance Subsidiary for the preparation of Annual Statements, Interim Statements and other financial reports by insurance companies of the same type as such Insurance Subsidiary.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Statutory Financial Statements” has the meaning specified in Section 5.05(b).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled,

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directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Threshold Amount” means $25,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Lender Credit Exposure of such Lender at such time.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Union Bank Facility” has the meaning given such term in Section 7.03(b).

“United States” and “U.S.” mean the United States of America.

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“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Unmatured Surviving Obligations” means, as of any date, Obligations that by their terms survive the termination of this Agreement or any other Loan Document and are not due and payable as of such date.

1.02Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    THE DEFINITIONS OF TERMS HEREIN SHALL APPLY EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED. WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS. THE WORDS “INCLUDE,” “INCLUDES” AND “INCLUDING” SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE “WITHOUT LIMITATION.” THE WORD “WILL” SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD “SHALL.” UNLESS THE CONTEXT REQUIRES OTHERWISE, (I) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT (INCLUDING ANY ORGANIZATION DOCUMENT) SHALL BE CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN OR IN ANY OTHER LOAN DOCUMENT), (II) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON’S SUCCESSORS AND ASSIGNS, (III) THE WORDS “HEREIN,” “HEREOF” AND “HEREUNDER,” AND WORDS OF SIMILAR IMPORT WHEN USED IN ANY LOAN DOCUMENT, SHALL BE CONSTRUED TO REFER TO SUCH LOAN DOCUMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION THEREOF, (IV) ALL REFERENCES IN A LOAN DOCUMENT TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THE LOAN DOCUMENT IN WHICH SUCH REFERENCES APPEAR, (V) ANY REFERENCE TO ANY LAW SHALL INCLUDE ALL STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING, AMENDING, REPLACING OR INTERPRETING SUCH LAW AND ANY REFERENCE TO ANY LAW OR REGULATION SHALL, UNLESS OTHERWISE SPECIFIED, REFER TO SUCH LAW OR REGULATION AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, AND (VI) THE WORDS “ASSET” AND “PROPERTY” SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH, SECURITIES, ACCOUNTS AND CONTRACT RIGHTS.

(b)    IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE, THE WORD “FROM” MEANS “FROM AND INCLUDING”; THE WORDS “TO” AND “UNTIL” EACH MEAN “TO BUT EXCLUDING”; AND THE WORD “THROUGH” MEANS “TO AND INCLUDING.”

(c)    SECTION HEADINGS HEREIN AND IN THE OTHER LOAN DOCUMENTS ARE INCLUDED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

1.03Accounting Terms.

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(a)    GENERALLY. ALL ACCOUNTING TERMS NOT SPECIFICALLY OR COMPLETELY DEFINED HEREIN SHALL BE CONSTRUED IN CONFORMITY WITH, AND ALL FINANCIAL DATA (INCLUDING FINANCIAL RATIOS AND OTHER FINANCIAL CALCULATIONS) REQUIRED TO BE SUBMITTED PURSUANT TO THIS AGREEMENT SHALL BE PREPARED IN CONFORMITY WITH GAAP OR SAP, AS APPLICABLE.

(b)    CHANGES IN GAAP OR SAP. IF ANY CHANGE IN GAAP OR SAP FROM THAT USED IN PREPARING THE FINANCIAL STATEMENTS DESCRIBED IN SECTION 5.05 WOULD AFFECT THE COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY LOAN DOCUMENT, AND EITHER THE BORROWER OR THE REQUIRED LENDERS SHALL SO REQUEST, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH CHANGE IN GAAP OR SAP, AS APPLICABLE (SUBJECT TO THE APPROVAL OF THE BORROWER AND THE REQUIRED LENDERS); PROVIDEDTHAT, UNTIL SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN ACCORDANCE WITH GAAP OR SAP, AS APPLICABLE PRIOR TO SUCH CHANGE THEREIN AND (II) THE BORROWER SHALL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL STATEMENTS AND OTHER DOCUMENTS REQUIRED UNDER THIS AGREEMENT OR AS REASONABLY REQUESTED HEREUNDER SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP OR SAP, AS APPLICABLE.

1.04Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to California time (daylight or standard, as applicable).

1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II.
THE COMMITMENTS AND LOANS

2.01 Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Lender Credit Exposure of any Lender shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

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2.02 Borrowings, Conversions and Continuations of Loans.

(c)    EACH BORROWING, EACH CONVERSION OF LOANS FROM ONE TYPE TO THE OTHER, AND EACH CONTINUATION OF EURODOLLAR RATE LOANS SHALL BE MADE UPON THE BORROWER’S IRREVOCABLE NOTICE TO THE ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE. EACH SUCH NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (I) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BORROWING OF, CONVERSION TO OR CONTINUATION OF EURODOLLAR RATE LOANS OR OF ANY CONVERSION OF EURODOLLAR RATE LOANS TO BASE RATE LOANS AND (II) ON THE REQUESTED DATE OF ANY BORROWING OF BASE RATE LOANS; PROVIDED, HOWEVER, THAT IF THE BORROWER WISHES TO REQUEST EURODOLLAR RATE LOANS HAVING AN INTEREST PERIOD OTHER THAN ONE, TWO, THREE OR SIX MONTHS IN DURATION AS PROVIDED IN THE DEFINITION OF “INTEREST PERIOD,” THE APPLICABLE NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. FOUR BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF SUCH BORROWING, CONVERSION OR CONTINUATION, WHEREUPON THE ADMINISTRATIVE AGENT SHALL GIVE PROMPT NOTICE TO THE LENDERS OF SUCH REQUEST AND DETERMINE WHETHER THE REQUESTED INTEREST PERIOD IS ACCEPTABLE TO ALL OF THEM. NOT LATER THAN 11:00 A.M., THREE BUSINESS DAYS BEFORE THE REQUESTED DATE OF SUCH BORROWING, CONVERSION OR CONTINUATION, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER (WHICH NOTICE MAY BE BY TELEPHONE) WHETHER OR NOT THE REQUESTED INTEREST PERIOD HAS BEEN CONSENTED TO BY ALL THE LENDERS. EACH TELEPHONIC NOTICE BY THE BORROWER PURSUANT TO THIS SECTION 2.02(A) MUST BE CONFIRMED PROMPTLY BY DELIVERY TO THE ADMINISTRATIVE AGENT OF A WRITTEN LOAN NOTICE, APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER. EACH BORROWING OF, CONVERSION TO OR CONTINUATION OF EURODOLLAR RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $3,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF. EXCEPT AS PROVIDED IN SECTIONS 2.03(C) AND 2.04(B), EACH BORROWING OF OR CONVERSION TO BASE RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $500,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF. EACH LOAN NOTICE (WHETHER TELEPHONIC OR WRITTEN) SHALL SPECIFY (I) WHETHER THE BORROWER IS REQUESTING A BORROWING, A CONVERSION OF LOANS FROM ONE TYPE TO THE OTHER, OR A CONTINUATION OF EURODOLLAR RATE LOANS, (II) THE REQUESTED DATE OF THE BORROWING, CONVERSION OR CONTINUATION, AS THE CASE MAY BE (WHICH SHALL BE A BUSINESS DAY), (III) THE PRINCIPAL AMOUNT OF LOANS TO BE BORROWED, CONVERTED OR CONTINUED, (IV) THE TYPE OF LOANS TO BE BORROWED OR TO WHICH EXISTING LOANS ARE TO BE CONVERTED, AND (V) IF APPLICABLE, THE DURATION OF THE INTEREST PERIOD WITH RESPECT THERETO. IF THE BORROWER FAILS TO SPECIFY A TYPE OF LOAN IN A LOAN NOTICE FOR A BORROWING, THEN THE APPLICABLE LOANS SHALL BE MADE AS BASE RATE LOANS. IF THE ADMINISTRATIVE AGENT DOES NOT RECEIVE FROM THE BORROWER A TIMELY NOTICE REQUESTING A CONVERSION OR CONTINUATION OF EURODOLLAR RATE LOANS THEN THE APPLICABLE LOANS SHALL BE CONTINUED AS EURODOLLAR RATE LOANS WITH AN INTEREST PERIOD OF ONE MONTH; PROVIDED THAT IF THE ADMINISTRATIVE AGENT DETERMINES THAT ANY CIRCUMSTANCE THAT WOULD PERMIT ANY LENDER OR THE ADMINISTRATIVE AGENT TO GIVE A NOTICE PURSUANT TO SECTION 3.02 OR SECTION 3.03 EXISTS, THE APPLICABLE LOANS SHALL BE CONVERTED TO BASE RATE LOANS. ANY SUCH AUTOMATIC CONTINUATION OR CONVERSION OF EURODOLLAR RATE LOANS SHALL BE EFFECTIVE AS OF THE LAST DAY OF THE INTEREST PERIOD THEN IN EFFECT WITH RESPECT TO THE APPLICABLE EURODOLLAR RATE LOANS. IF THE BORROWER REQUESTS A BORROWING OF, CONVERSION TO, OR CONTINUATION OF EURODOLLAR RATE LOANS IN ANY SUCH LOAN NOTICE, BUT FAILS TO SPECIFY AN INTEREST PERIOD, IT WILL BE DEEMED TO HAVE SPECIFIED AN INTEREST PERIOD OF ONE MONTH.

(d)    FOLLOWING RECEIPT OF A LOAN NOTICE, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF THE AMOUNT OF ITS APPLICABLE PERCENTAGE OF THE

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APPLICABLE LOANS, AND IF NO TIMELY NOTICE OF A CONVERSION OR CONTINUATION IS PROVIDED BY THE BORROWER, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH LENDER OF THE DETAILS OF ANY AUTOMATIC CONTINUATION AS EURODOLLAR RATE LOANS DESCRIBED IN THE PRECEDING SUBSECTION. IN THE CASE OF A BORROWING, EACH LENDER SHALL MAKE THE AMOUNT OF ITS LOAN AVAILABLE TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS AT THE ADMINISTRATIVE AGENT’S OFFICE NOT LATER THAN 1:00 P.M. ON THE BUSINESS DAY SPECIFIED IN THE APPLICABLE LOAN NOTICE. UPON SATISFACTION OF THE APPLICABLE CONDITIONS SET FORTH IN SECTION 4.02 (AND, IF SUCH BORROWING IS THE INITIAL CREDIT EXTENSION, SECTION 4.01), THE ADMINISTRATIVE AGENT SHALL MAKE ALL FUNDS SO RECEIVED AVAILABLE TO THE BORROWER IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT EITHER BY (I) CREDITING THE ACCOUNT OF THE BORROWER ON THE BOOKS OF BANK OF AMERICA WITH THE AMOUNT OF SUCH FUNDS OR (II) WIRE TRANSFER OF SUCH FUNDS, IN EACH CASE IN ACCORDANCE WITH INSTRUCTIONS PROVIDED TO (AND REASONABLY ACCEPTABLE TO) THE ADMINISTRATIVE AGENT BY THE BORROWER.

(e)    EXCEPT AS OTHERWISE PROVIDED HEREIN, A EURODOLLAR RATE LOAN MAY BE CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF AN INTEREST PERIOD FOR SUCH EURODOLLAR RATE LOAN. DURING THE EXISTENCE OF AN EVENT OF DEFAULT, NO LOANS MAY BE REQUESTED AS, CONVERTED TO OR CONTINUED AS EURODOLLAR RATE LOANS WITHOUT THE CONSENT OF THE REQUIRED LENDERS.

(f)    THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST PERIOD FOR EURODOLLAR RATE LOANS UPON DETERMINATION OF SUCH INTEREST RATE. AT ANY TIME THAT BASE RATE LOANS ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND THE LENDERS OF ANY CHANGE IN BANK OF AMERICA’S PRIME RATE USED IN DETERMINING THE BASE RATE PROMPTLY FOLLOWING THE PUBLIC ANNOUNCEMENT OF SUCH CHANGE.

(g)    AFTER GIVING EFFECT TO ALL BORROWINGS, ALL CONVERSIONS OF LOANS FROM ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF LOANS AS THE SAME TYPE, THERE SHALL NOT BE MORE THAN EIGHT INTEREST PERIODS IN EFFECT WITH RESPECT TO LOANS.

2.03Letters of Credit.

(a)    THE LETTER OF CREDIT COMMITMENT.

(i)    SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (A) THE L/C ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE LENDERS SET FORTH IN THIS SECTION 2.03, (1) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE CLOSING DATE UNTIL THE LETTER OF CREDIT EXPIRATION DATE, TO ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF THE BORROWER OR ITS SUBSIDIARIES, AND TO AMEND OR EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE WITH SUBSECTION (B) BELOW, AND (2) TO HONOR DRAWINGS UNDER THE LETTERS OF CREDIT; AND (B) THE LENDERS SEVERALLY AGREE TO PARTICIPATE IN LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE BORROWER OR ITS SUBSIDIARIES AND ANY DRAWINGS THEREUNDER; PROVIDED THAT AFTER GIVING EFFECT TO ANY L/C CREDIT EXTENSION WITH RESPECT TO ANY LETTER OF CREDIT, (X) THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, (Y) THE LENDER CREDIT EXPOSURE OF ANY LENDER SHALL NOT EXCEED SUCH LENDER’S COMMITMENT, AND (Z) THE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS SHALL NOT EXCEED THE LETTER OF CREDIT SUBLIMIT. EACH

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REQUEST BY THE BORROWER FOR THE ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO BE A REPRESENTATION BY THE BORROWER THAT THE L/C CREDIT EXTENSION SO REQUESTED COMPLIES WITH THE CONDITIONS SET FORTH IN THE PROVISO TO THE PRECEDING SENTENCE. WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE BORROWER’S ABILITY TO OBTAIN LETTERS OF CREDIT SHALL BE FULLY REVOLVING, AND ACCORDINGLY THE BORROWER MAY, DURING THE FOREGOING PERIOD, OBTAIN LETTERS OF CREDIT TO REPLACE LETTERS OF CREDIT THAT HAVE EXPIRED OR THAT HAVE BEEN DRAWN UPON AND REIMBURSED.

(ii)    THE L/C ISSUER SHALL NOT ISSUE ANY LETTER OF CREDIT, IF:

(A)    SUBJECT TO SECTION 2.03(B)(III), THE EXPIRY DATE OF THE REQUESTED LETTER OF CREDIT WOULD OCCUR MORE THAN TWELVE MONTHS AFTER THE DATE OF ISSUANCE OR LAST EXTENSION, UNLESS THE REQUIRED LENDERS HAVE APPROVED SUCH EXPIRY DATE; OR

(B)    THE EXPIRY DATE OF THE REQUESTED LETTER OF CREDIT WOULD OCCUR AFTER THE LETTER OF CREDIT EXPIRATION DATE, UNLESS ALL THE LENDERS HAVE APPROVED SUCH EXPIRY DATE.

(iii)    THE L/C ISSUER SHALL NOT BE UNDER ANY OBLIGATION TO ISSUE OR EXTEND ANY LETTER OF CREDIT IF:

(A)    ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR RESTRAIN THE L/C ISSUER FROM ISSUING THE LETTER OF CREDIT, OR ANY LAW APPLICABLE TO THE L/C ISSUER OR ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER THE L/C ISSUER SHALL PROHIBIT, OR REQUEST THAT THE L/C ISSUER REFRAIN FROM, THE ISSUANCE OF LETTERS OF CREDIT GENERALLY OR THE LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE L/C ISSUER WITH RESPECT TO THE LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL REQUIREMENT (FOR WHICH THE L/C ISSUER IS NOT OTHERWISE COMPENSATED HEREUNDER) NOT IN EFFECT ON THE CLOSING DATE, OR SHALL IMPOSE UPON THE L/C ISSUER ANY UNREIMBURSED LOSS, COST OR EXPENSE WHICH WAS NOT APPLICABLE ON THE CLOSING DATE AND WHICH THE L/C ISSUER IN GOOD FAITH DEEMS MATERIAL TO IT;

(B)    THE ISSUANCE OF THE LETTER OF CREDIT WOULD VIOLATE ONE OR MORE POLICIES OF THE L/C ISSUER APPLICABLE TO LETTERS OF CREDIT GENERALLY;

(C)    EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT AND THE L/C ISSUER, THE LETTER OF CREDIT IS IN AN INITIAL STATED AMOUNT LESS THAN $100,000;

(D)    THE LETTER OF CREDIT IS TO BE DENOMINATED IN A CURRENCY OTHER THAN DOLLARS;

(E)    ANY LENDER IS AT THAT TIME A DEFAULTING LENDER, UNLESS THE L/C ISSUER HAS ENTERED INTO ARRANGEMENTS, INCLUDING THE DELIVERY OF CASH COLLATERAL, SATISFACTORY TO THE L/C ISSUER (IN ITS SOLE DISCRETION) WITH THE BORROWER OR SUCH LENDER TO ELIMINATE THE

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L/C ISSUER’S ACTUAL OR POTENTIAL FRONTING EXPOSURE (AFTER GIVING EFFECT TO SECTION 2.15(A)(IV)) WITH RESPECT TO THE DEFAULTING LENDER ARISING FROM EITHER THE LETTER OF CREDIT THEN PROPOSED TO BE ISSUED OR THAT LETTER OF CREDIT AND ALL OTHER L/C OBLIGATIONS AS TO WHICH THE L/C ISSUER HAS ACTUAL OR POTENTIAL FRONTING EXPOSURE, AS IT MAY ELECT IN ITS SOLE DISCRETION; OR

(F)    THE LETTER OF CREDIT CONTAINS ANY PROVISIONS FOR AUTOMATIC REINSTATEMENT OF THE STATED AMOUNT AFTER ANY DRAWING THEREUNDER.

(iv)    THE L/C ISSUER SHALL NOT AMEND ANY LETTER OF CREDIT IF THE L/C ISSUER WOULD NOT BE PERMITTED AT SUCH TIME TO ISSUE THE LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS HEREOF.

(v)    THE L/C ISSUER SHALL BE UNDER NO OBLIGATION TO AMEND ANY LETTER OF CREDIT IF (A) THE L/C ISSUER WOULD HAVE NO OBLIGATION AT SUCH TIME TO ISSUE THE LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS HEREOF, OR (B) THE BENEFICIARY OF THE LETTER OF CREDIT DOES NOT ACCEPT THE PROPOSED AMENDMENT TO THE LETTER OF CREDIT.

(vi)    THE L/C ISSUER SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS ASSOCIATED THEREWITH, AND THE L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND IMMUNITIES (A) PROVIDED TO THE ADMINISTRATIVE AGENT IN ARTICLE IX WITH RESPECT TO ANY ACTS TAKEN OR OMISSIONS SUFFERED BY THE L/C ISSUER IN CONNECTION WITH LETTERS OF CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED BY IT AND ISSUER DOCUMENTS PERTAINING TO SUCH LETTERS OF CREDIT AS FULLY AS IF THE TERM “ADMINISTRATIVE AGENT” AS USED IN ARTICLE IX INCLUDED THE L/C ISSUER WITH RESPECT TO SUCH ACTS OR OMISSIONS, AND (B) AS ADDITIONALLY PROVIDED HEREIN WITH RESPECT TO THE L/C ISSUER.

(b)    PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT; AUTO-EXTENSION LETTERS OF CREDIT.

(i)    EACH LETTER OF CREDIT SHALL BE ISSUED OR AMENDED, AS THE CASE MAY BE, UPON THE REQUEST OF THE BORROWER DELIVERED TO THE L/C ISSUER (WITH A COPY TO THE ADMINISTRATIVE AGENT) IN THE FORM OF A LETTER OF CREDIT APPLICATION, APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER. SUCH LETTER OF CREDIT APPLICATION MAY BE SENT BY FACSIMILE, BY UNITED STATES MAIL, BY OVERNIGHT COURIER, BY ELECTRONIC TRANSMISSION USING THE SYSTEM PROVIDED BY THE L/C ISSUER, BY PERSONAL DELIVERY OR BY ANY OTHER MEANS ACCEPTABLE TO THE L/C ISSUER. SUCH LETTER OF CREDIT APPLICATION MUST BE RECEIVED BY THE L/C ISSUER AND THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. AT LEAST TWO BUSINESS DAYS (OR SUCH LATER DATE AND TIME AS THE ADMINISTRATIVE AGENT AND THE L/C ISSUER MAY AGREE IN A PARTICULAR INSTANCE IN THEIR SOLE DISCRETION) PRIOR TO THE PROPOSED ISSUANCE DATE OR DATE OF AMENDMENT, AS THE CASE MAY BE. IN THE CASE OF A REQUEST FOR AN INITIAL ISSUANCE OF A LETTER OF CREDIT, SUCH LETTER OF CREDIT APPLICATION SHALL SPECIFY IN FORM AND DETAIL SATISFACTORY TO THE L/C ISSUER: (A) THE PROPOSED ISSUANCE DATE OF THE REQUESTED LETTER OF CREDIT (WHICH SHALL BE A BUSINESS DAY); (B) THE AMOUNT THEREOF; (C) THE EXPIRY DATE THEREOF; (D) THE NAME AND ADDRESS OF THE BENEFICIARY THEREOF; (E) THE DOCUMENTS TO BE PRESENTED BY SUCH BENEFICIARY IN CASE OF ANY DRAWING

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THEREUNDER; (F) THE FULL TEXT OF ANY CERTIFICATE TO BE PRESENTED BY SUCH BENEFICIARY IN CASE OF ANY DRAWING THEREUNDER; (G) THE PURPOSE AND NATURE OF THE REQUESTED LETTER OF CREDIT; AND (H) SUCH OTHER MATTERS AS THE L/C ISSUER MAY REQUIRE. IN THE CASE OF A REQUEST FOR AN AMENDMENT OF ANY OUTSTANDING LETTER OF CREDIT, SUCH LETTER OF CREDIT APPLICATION SHALL SPECIFY IN FORM AND DETAIL SATISFACTORY TO THE L/C ISSUER (A) THE LETTER OF CREDIT TO BE AMENDED; (B) THE PROPOSED DATE OF AMENDMENT THEREOF (WHICH SHALL BE A BUSINESS DAY); (C) THE NATURE OF THE PROPOSED AMENDMENT; AND (D) SUCH OTHER MATTERS AS THE L/C ISSUER MAY REQUIRE. ADDITIONALLY, THE BORROWER SHALL FURNISH TO THE L/C ISSUER AND THE ADMINISTRATIVE AGENT SUCH OTHER DOCUMENTS AND INFORMATION PERTAINING TO SUCH REQUESTED LETTER OF CREDIT ISSUANCE OR AMENDMENT, INCLUDING ANY ISSUER DOCUMENTS, AS THE L/C ISSUER OR THE ADMINISTRATIVE AGENT MAY REQUIRE.

(ii)    PROMPTLY AFTER RECEIPT OF ANY LETTER OF CREDIT APPLICATION, THE L/C ISSUER WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING) THAT THE ADMINISTRATIVE AGENT HAS RECEIVED A COPY OF SUCH LETTER OF CREDIT APPLICATION FROM THE BORROWER AND, IF NOT, THE L/C ISSUER WILL PROVIDE THE ADMINISTRATIVE AGENT WITH A COPY THEREOF. UNLESS THE L/C ISSUER HAS RECEIVED WRITTEN NOTICE FROM ANY LENDER, THE ADMINISTRATIVE AGENT OR THE BORROWER, AT LEAST ONE BUSINESS DAY PRIOR TO THE REQUESTED DATE OF ISSUANCE OR AMENDMENT OF THE APPLICABLE LETTER OF CREDIT, THAT ONE OR MORE APPLICABLE CONDITIONS CONTAINED IN ARTICLE IV SHALL NOT THEN BE SATISFIED, THEN, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE L/C ISSUER SHALL, ON THE REQUESTED DATE, ISSUE A LETTER OF CREDIT FOR THE ACCOUNT OF THE BORROWER (OR THE APPLICABLE SUBSIDIARY) OR ENTER INTO THE APPLICABLE AMENDMENT, AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE WITH THE L/C ISSUER’S USUAL AND CUSTOMARY BUSINESS PRACTICES. IMMEDIATELY UPON THE ISSUANCE OF EACH LETTER OF CREDIT, EACH LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE L/C ISSUER A RISK PARTICIPATION IN SUCH LETTER OF CREDIT IN AN AMOUNT EQUAL TO THE PRODUCT OF SUCH LENDER’S APPLICABLE PERCENTAGE TIMES THE AMOUNT OF SUCH LETTER OF CREDIT.

(iii)    IF THE BORROWER SO REQUESTS IN ANY APPLICABLE LETTER OF CREDIT APPLICATION, THE L/C ISSUER MAY, IN ITS SOLE DISCRETION, AGREE TO ISSUE A LETTER OF CREDIT THAT HAS AUTOMATIC EXTENSION PROVISIONS (EACH, AN “AUTO-EXTENSION LETTER OF CREDIT”); PROVIDED THAT ANY SUCH AUTO-EXTENSION LETTER OF CREDIT MUST PERMIT THE L/C ISSUER TO PREVENT ANY SUCH EXTENSION AT LEAST ONCE IN EACH TWELVE-MONTH PERIOD (COMMENCING WITH THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT) BY GIVING PRIOR NOTICE TO THE BENEFICIARY THEREOF NOT LATER THAN A DAY (THE “NON-EXTENSION NOTICE DATE”) IN EACH SUCH TWELVE-MONTH PERIOD TO BE AGREED UPON AT THE TIME SUCH LETTER OF CREDIT IS ISSUED. UNLESS OTHERWISE DIRECTED BY THE L/C ISSUER, THE BORROWER SHALL NOT BE REQUIRED TO MAKE A SPECIFIC REQUEST TO THE L/C ISSUER FOR ANY SUCH EXTENSION. ONCE AN AUTO-EXTENSION LETTER OF CREDIT HAS BEEN ISSUED, THE LENDERS SHALL BE DEEMED TO HAVE AUTHORIZED (BUT MAY NOT REQUIRE) THE L/C ISSUER TO PERMIT THE EXTENSION OF SUCH LETTER OF CREDIT AT ANY TIME TO AN EXPIRY DATE NOT LATER THAN THE LETTER OF CREDIT EXPIRATION DATE; PROVIDED, HOWEVER, THAT THE L/C ISSUER SHALL NOT PERMIT ANY SUCH EXTENSION IF (A) THE L/C ISSUER HAS DETERMINED THAT IT WOULD NOT BE PERMITTED, OR WOULD HAVE NO OBLIGATION, AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS REVISED FORM (AS EXTENDED) UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS OF CLAUSE (II) OR (III) OF SECTION 2.03(A) OR OTHERWISE), OR (B) IT HAS RECEIVED NOTICE

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(WHICH MAY BE BY TELEPHONE OR IN WRITING) ON OR BEFORE THE DAY THAT IS SEVEN BUSINESS DAYS BEFORE THE NON-EXTENSION NOTICE DATE (1) FROM THE ADMINISTRATIVE AGENT THAT THE REQUIRED LENDERS HAVE ELECTED NOT TO PERMIT SUCH EXTENSION OR (2) FROM THE ADMINISTRATIVE AGENT, ANY LENDER OR THE BORROWER THAT ONE OR MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN SECTION 4.02 IS NOT THEN SATISFIED, AND IN EACH SUCH CASE DIRECTING THE L/C ISSUER NOT TO PERMIT SUCH EXTENSION.

(iv)    PROMPTLY AFTER ITS DELIVERY OF ANY LETTER OF CREDIT OR ANY AMENDMENT TO A LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT THERETO OR TO THE BENEFICIARY THEREOF, THE L/C ISSUER WILL ALSO DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT OR AMENDMENT.

(c)    DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.

(i)    UPON RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF ANY NOTICE OF A DRAWING UNDER SUCH LETTER OF CREDIT, THE L/C ISSUER SHALL NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT THEREOF. NOT LATER THAN 11:00 A.M. ON THE DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER OF CREDIT (EACH SUCH DATE, AN “HONOR DATE”), THE BORROWER SHALL REIMBURSE THE L/C ISSUER THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING; PROVIDED THAT IF THE BORROWER HAS NOT RECEIVED NOTICE OF THE HONOR DATE PRIOR TO 10:00 A.M. ON SUCH DATE, THEN THE BORROWER SHALL REIMBURSE THE LC ISSUER IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING NO LATER THAN 11:00 A.M. ON THE FIRST BUSINESS DAY FOLLOWING THE HONOR DATE. IF THE BORROWER HAS NOT REIMBURSED THE L/C ISSUER BY SUCH TIME, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF THE HONOR DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (THE “UNREIMBURSED AMOUNT”), AND THE AMOUNT OF SUCH LENDER’S APPLICABLE PERCENTAGE THEREOF. IN SUCH EVENT, THE BORROWER SHALL BE DEEMED TO HAVE REQUESTED A BORROWING OF BASE RATE LOANS TO BE DISBURSED ON THE HONOR DATE IN AN AMOUNT EQUAL TO THE UNREIMBURSED AMOUNT, WITHOUT REGARD TO THE MINIMUM AND MULTIPLES SPECIFIED IN SECTION 2.02 FOR THE PRINCIPAL AMOUNT OF BASE RATE LOANS, BUT SUBJECT TO THE AMOUNT OF THE UNUTILIZED PORTION OF THE AGGREGATE COMMITMENTS AND THE CONDITIONS SET FORTH IN SECTION 4.02 (OTHER THAN THE DELIVERY OF A LOAN NOTICE). ANY NOTICE GIVEN BY THE L/C ISSUER OR THE ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION 2.03(C)(I) MAY BE GIVEN BY TELEPHONE IF IMMEDIATELY CONFIRMED IN WRITING; PROVIDED THAT THE LACK OF SUCH AN IMMEDIATE CONFIRMATION SHALL NOT AFFECT THE CONCLUSIVENESS OR BINDING EFFECT OF SUCH NOTICE.

(ii)    EACH LENDER SHALL UPON ANY NOTICE PURSUANT TO SECTION 2.03(C)(I) MAKE FUNDS AVAILABLE (AND THE ADMINISTRATIVE AGENT MAY APPLY CASH COLLATERAL PROVIDED FOR THIS PURPOSE) FOR THE ACCOUNT OF THE L/C ISSUER AT THE ADMINISTRATIVE AGENT’S OFFICE IN AN AMOUNT EQUAL TO ITS APPLICABLE PERCENTAGE OF THE UNREIMBURSED AMOUNT NOT LATER THAN 1:00 P.M. ON THE BUSINESS DAY SPECIFIED IN SUCH NOTICE BY THE ADMINISTRATIVE AGENT, WHEREUPON, SUBJECT TO THE PROVISIONS OF SECTION 2.03(C)(III), EACH LENDER THAT SO MAKES FUNDS AVAILABLE SHALL BE DEEMED TO HAVE MADE A BASE RATE LOAN TO THE BORROWER IN SUCH AMOUNT. THE ADMINISTRATIVE AGENT SHALL REMIT THE FUNDS SO RECEIVED TO THE L/C ISSUER.

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(iii)    WITH RESPECT TO ANY UNREIMBURSED AMOUNT THAT IS NOT FULLY REFINANCED BY A BORROWING OF BASE RATE LOANS BECAUSE THE CONDITIONS SET FORTH IN SECTION 4.02 CANNOT BE SATISFIED OR FOR ANY OTHER REASON, THE BORROWER SHALL BE DEEMED TO HAVE INCURRED FROM THE L/C ISSUER AN L/C BORROWING IN THE AMOUNT OF THE UNREIMBURSED AMOUNT THAT IS NOT SO REFINANCED, WHICH L/C BORROWING SHALL BE DUE AND PAYABLE ON DEMAND (TOGETHER WITH INTEREST) AND SHALL BEAR INTEREST AT THE DEFAULT RATE. IN SUCH EVENT, EACH LENDER’S PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE L/C ISSUER PURSUANT TO SECTION 2.03(C)(II) SHALL BE DEEMED PAYMENT IN RESPECT OF ITS PARTICIPATION IN SUCH L/C BORROWING AND SHALL CONSTITUTE AN L/C ADVANCE FROM SUCH LENDER IN SATISFACTION OF ITS PARTICIPATION OBLIGATION UNDER THIS SECTION 2.03.

(iv)    UNTIL EACH LENDER FUNDS ITS LOAN OR L/C ADVANCE PURSUANT TO THIS SECTION 2.03(C) TO REIMBURSE THE L/C ISSUER FOR ANY AMOUNT DRAWN UNDER ANY LETTER OF CREDIT, INTEREST IN RESPECT OF SUCH LENDER’S APPLICABLE PERCENTAGE OF SUCH AMOUNT SHALL BE SOLELY FOR THE ACCOUNT OF THE L/C ISSUER.

(v)    EACH LENDER’S OBLIGATION TO MAKE LOANS OR L/C ADVANCES TO REIMBURSE THE L/C ISSUER FOR AMOUNTS DRAWN UNDER LETTERS OF CREDIT, AS CONTEMPLATED BY THIS SECTION 2.03(C), SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (A) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH SUCH LENDER MAY HAVE AGAINST THE L/C ISSUER, THE BORROWER OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER; (B) THE OCCURRENCE OR CONTINUANCE OF A DEFAULT, OR (C) ANY OTHER OCCURRENCE, EVENT OR CONDITION, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT EACH LENDER’S OBLIGATION TO MAKE LOANS PURSUANT TO THIS SECTION 2.03(C) IS SUBJECT TO THE CONDITIONS SET FORTH IN SECTION 4.02 (OTHER THAN DELIVERY BY THE BORROWER OF A LOAN NOTICE). NO SUCH MAKING OF AN L/C ADVANCE SHALL RELIEVE OR OTHERWISE IMPAIR THE OBLIGATION OF THE BORROWER TO REIMBURSE THE L/C ISSUER FOR THE AMOUNT OF ANY PAYMENT MADE BY THE L/C ISSUER UNDER ANY LETTER OF CREDIT, TOGETHER WITH INTEREST AS PROVIDED HEREIN.

(vi)    IF ANY LENDER FAILS TO MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE L/C ISSUER ANY AMOUNT REQUIRED TO BE PAID BY SUCH LENDER PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION 2.03(C) BY THE TIME SPECIFIED IN SECTION 2.03(C)(II), THEN, WITHOUT LIMITING THE OTHER PROVISIONS OF THIS AGREEMENT, THE L/C ISSUER SHALL BE ENTITLED TO RECOVER FROM SUCH LENDER (ACTING THROUGH THE ADMINISTRATIVE AGENT), ON DEMAND, SUCH AMOUNT WITH INTEREST THEREON FOR THE PERIOD FROM THE DATE SUCH PAYMENT IS REQUIRED TO THE DATE ON WHICH SUCH PAYMENT IS IMMEDIATELY AVAILABLE TO THE L/C ISSUER AT A RATE PER ANNUM EQUAL TO THE GREATER OF THE FEDERAL FUNDS RATE AND A RATE DETERMINED BY THE L/C ISSUER IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION, PLUS ANY ADMINISTRATIVE, PROCESSING OR SIMILAR FEES CUSTOMARILY CHARGED BY THE L/C ISSUER IN CONNECTION WITH THE FOREGOING. IF SUCH LENDER PAYS SUCH AMOUNT (WITH INTEREST AND FEES AS AFORESAID), THE AMOUNT SO PAID SHALL CONSTITUTE SUCH LENDER’S LOAN INCLUDED IN THE RELEVANT BORROWING OR L/C ADVANCE IN RESPECT OF THE RELEVANT L/C BORROWING, AS THE CASE MAY BE. A CERTIFICATE OF THE L/C ISSUER SUBMITTED TO ANY LENDER (THROUGH THE ADMINISTRATIVE AGENT) WITH RESPECT TO ANY AMOUNTS OWING UNDER THIS CLAUSE (VI) SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.

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(d)    REPAYMENT OF PARTICIPATIONS.

(i)    AT ANY TIME AFTER THE L/C ISSUER HAS MADE A PAYMENT UNDER ANY LETTER OF CREDIT AND HAS RECEIVED FROM ANY LENDER SUCH LENDER’S L/C ADVANCE IN RESPECT OF SUCH PAYMENT IN ACCORDANCE WITH SECTION 2.03(C), IF THE ADMINISTRATIVE AGENT RECEIVES FOR THE ACCOUNT OF THE L/C ISSUER ANY PAYMENT IN RESPECT OF THE RELATED UNREIMBURSED AMOUNT OR INTEREST THEREON (WHETHER DIRECTLY FROM THE BORROWER OR OTHERWISE, INCLUDING PROCEEDS OF CASH COLLATERAL APPLIED THERETO BY THE ADMINISTRATIVE AGENT), THE ADMINISTRATIVE AGENT WILL DISTRIBUTE TO SUCH LENDER ITS APPLICABLE PERCENTAGE THEREOF IN THE SAME FUNDS AS THOSE RECEIVED BY THE ADMINISTRATIVE AGENT.

(ii)    IF ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE L/C ISSUER PURSUANT TO SECTION 2.03(C)(I) IS REQUIRED TO BE RETURNED UNDER ANY OF THE CIRCUMSTANCES DESCRIBED IN SECTION 10.05 (INCLUDING PURSUANT TO ANY SETTLEMENT ENTERED INTO BY THE L/C ISSUER IN ITS DISCRETION), EACH LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE L/C ISSUER ITS APPLICABLE PERCENTAGE THEREOF ON DEMAND OF THE ADMINISTRATIVE AGENT, PLUS INTEREST THEREON FROM THE DATE OF SUCH DEMAND TO THE DATE SUCH AMOUNT IS RETURNED BY SUCH LENDER, AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS RATE FROM TIME TO TIME IN EFFECT. THE OBLIGATIONS OF THE LENDERS UNDER THIS CLAUSE SHALL SURVIVE THE PAYMENT IN FULL OF THE OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

(e)    OBLIGATIONS ABSOLUTE. THE OBLIGATION OF THE BORROWER TO REIMBURSE THE L/C ISSUER FOR EACH DRAWING UNDER EACH LETTER OF CREDIT AND TO REPAY EACH L/C BORROWING SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER ALL CIRCUMSTANCES, INCLUDING THE FOLLOWING:

(i)    ANY LACK OF VALIDITY OR ENFORCEABILITY OF SUCH LETTER OF CREDIT, THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENT;

(ii)    THE EXISTENCE OF ANY CLAIM, COUNTERCLAIM, SETOFF, DEFENSE OR OTHER RIGHT THAT THE BORROWER OR ANY SUBSIDIARY MAY HAVE AT ANY TIME AGAINST ANY BENEFICIARY OR ANY TRANSFEREE OF SUCH LETTER OF CREDIT (OR ANY PERSON FOR WHOM ANY SUCH BENEFICIARY OR ANY SUCH TRANSFEREE MAY BE ACTING), THE L/C ISSUER OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR BY SUCH LETTER OF CREDIT OR ANY AGREEMENT OR INSTRUMENT RELATING THERETO, OR ANY UNRELATED TRANSACTION;

(iii)    ANY DRAFT, DEMAND, CERTIFICATE OR OTHER DOCUMENT PRESENTED UNDER SUCH LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN ANY RESPECT OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT; OR ANY LOSS OR DELAY IN THE TRANSMISSION OR OTHERWISE OF ANY DOCUMENT REQUIRED IN ORDER TO MAKE A DRAWING UNDER SUCH LETTER OF CREDIT;

(iv)    WAIVER BY THE L/C ISSUER OF ANY REQUIREMENT THAT EXISTS FOR THE L/C ISSUER’S PROTECTION AND NOT THE PROTECTION OF THE BORROWER OR ANY WAIVER BY THE L/C ISSUER WHICH DOES NOT IN FACT MATERIALLY PREJUDICE THE BORROWER;

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(v)    HONOR OF A DEMAND FOR PAYMENT PRESENTED ELECTRONICALLY EVEN IF SUCH LETTER OF CREDIT REQUIRES THAT DEMAND BE IN THE FORM OF A DRAFT;

(vi)    ANY PAYMENT MADE BY THE L/C ISSUER IN RESPECT OF AN OTHERWISE COMPLYING ITEM PRESENTED AFTER THE DATE SPECIFIED AS THE EXPIRATION DATE OF, OR THE DATE BY WHICH DOCUMENTS MUST BE RECEIVED UNDER SUCH LETTER OF CREDIT IF PRESENTATION AFTER SUCH DATE IS AUTHORIZED BY THE UCC, THE ISP OR THE UCP, AS APPLICABLE;

(vii)    ANY PAYMENT BY THE L/C ISSUER UNDER SUCH LETTER OF CREDIT AGAINST PRESENTATION OF A DRAFT OR CERTIFICATE THAT DOES NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT; OR ANY PAYMENT MADE BY THE L/C ISSUER UNDER SUCH LETTER OF CREDIT TO ANY PERSON PURPORTING TO BE A TRUSTEE IN BANKRUPTCY, DEBTOR-IN-POSSESSION, ASSIGNEE FOR THE BENEFIT OF CREDITORS, LIQUIDATOR, RECEIVER OR OTHER REPRESENTATIVE OF OR SUCCESSOR TO ANY BENEFICIARY OR ANY TRANSFEREE OF SUCH LETTER OF CREDIT, INCLUDING ANY ARISING IN CONNECTION WITH ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW; OR

(viii)    ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING, INCLUDING ANY OTHER CIRCUMSTANCE THAT MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, THE BORROWER OR ANY SUBSIDIARY.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)    ROLE OF L/C ISSUER. EACH LENDER AND THE BORROWER AGREE THAT, IN PAYING ANY DRAWING UNDER A LETTER OF CREDIT, THE L/C ISSUER SHALL NOT HAVE ANY RESPONSIBILITY TO OBTAIN ANY DOCUMENT (OTHER THAN ANY SIGHT DRAFT, CERTIFICATES AND DOCUMENTS EXPRESSLY REQUIRED BY THE LETTER OF CREDIT) OR TO ASCERTAIN OR INQUIRE AS TO THE VALIDITY OR ACCURACY OF ANY SUCH DOCUMENT OR THE AUTHORITY OF THE PERSON EXECUTING OR DELIVERING ANY SUCH DOCUMENT. NONE OF THE L/C ISSUER, THE ADMINISTRATIVE AGENT, ANY OF THEIR RESPECTIVE RELATED PARTIES NOR ANY CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF THE L/C ISSUER SHALL BE LIABLE TO ANY LENDER FOR (I) ANY ACTION TAKEN OR OMITTED IN CONNECTION HEREWITH AT THE REQUEST OR WITH THE APPROVAL OF THE LENDERS OR THE REQUIRED LENDERS, AS APPLICABLE; (II) ANY ACTION TAKEN OR OMITTED IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) THE DUE EXECUTION, EFFECTIVENESS, VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT OR INSTRUMENT RELATED TO ANY LETTER OF CREDIT OR ISSUER DOCUMENT. THE BORROWER HEREBY ASSUMES ALL RISKS OF THE ACTS OR OMISSIONS OF ANY BENEFICIARY OR TRANSFEREE WITH RESPECT TO ITS USE OF ANY LETTER OF CREDIT; PROVIDED, HOWEVER, THAT THIS ASSUMPTION IS NOT INTENDED TO, AND SHALL NOT, PRECLUDE THE BORROWER’S PURSUING SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST THE BENEFICIARY OR TRANSFEREE AT LAW OR UNDER ANY OTHER AGREEMENT. NONE OF THE L/C ISSUER, THE ADMINISTRATIVE AGENT, ANY OF THEIR RESPECTIVE RELATED PARTIES NOR ANY CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF THE L/C ISSUER SHALL BE LIABLE OR RESPONSIBLE FOR ANY OF THE MATTERS DESCRIBED IN CLAUSES (I) THROUGH (VIII) OF SECTION 2.03(E); PROVIDED, HOWEVER, THAT ANYTHING IN SUCH CLAUSES TO THE CONTRARY NOTWITHSTANDING, THE BORROWER MAY HAVE A CLAIM AGAINST THE L/C ISSUER, AND THE L/C ISSUER MAY BE LIABLE TO THE BORROWER, TO THE EXTENT, BUT ONLY

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TO THE EXTENT, OF ANY DIRECT, AS OPPOSED TO CONSEQUENTIAL OR EXEMPLARY, DAMAGES SUFFERED BY THE BORROWER WHICH THE BORROWER PROVES WERE CAUSED BY THE L/C ISSUER’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR THE L/C ISSUER’S WILLFUL FAILURE TO PAY UNDER ANY LETTER OF CREDIT AFTER THE PRESENTATION TO IT BY THE BENEFICIARY OF A SIGHT DRAFT AND CERTIFICATE(S) STRICTLY COMPLYING WITH THE TERMS AND CONDITIONS OF A LETTER OF CREDIT. IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, THE L/C ISSUER MAY ACCEPT DOCUMENTS THAT APPEAR ON THEIR FACE TO BE IN ORDER, WITHOUT RESPONSIBILITY FOR FURTHER INVESTIGATION, REGARDLESS OF ANY NOTICE OR INFORMATION TO THE CONTRARY, AND THE L/C ISSUER SHALL NOT BE RESPONSIBLE FOR THE VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT TRANSFERRING OR ASSIGNING OR PURPORTING TO TRANSFER OR ASSIGN A LETTER OF CREDIT OR THE RIGHTS OR BENEFITS THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART, WHICH MAY PROVE TO BE INVALID OR INEFFECTIVE FOR ANY REASON. THE L/C ISSUER MAY SEND A LETTER OF CREDIT OR CONDUCT ANY COMMUNICATION TO OR FROM THE BENEFICIARY VIA THE SOCIETY FOR WORLDWIDE INTERBANK FINANCIAL TELECOMMUNICATION (“SWIFT”) MESSAGE OR OVERNIGHT COURIER, OR ANY OTHER COMMERCIALLY REASONABLE MEANS OF COMMUNICATING WITH A BENEFICIARY.

(g)    APPLICABILITY OF ISP AND UCP; LIMITATION OF LIABILITY. UNLESS OTHERWISE EXPRESSLY AGREED BY THE L/C ISSUER AND THE BORROWER WHEN A LETTER OF CREDIT IS ISSUED THE RULES OF THE ISP SHALL APPLY TO EACH STANDBY LETTER OF CREDIT. NOTWITHSTANDING THE FOREGOING, THE L/C ISSUER SHALL NOT BE RESPONSIBLE TO THE BORROWER FOR, AND THE L/C ISSUER’S RIGHTS AND REMEDIES AGAINST THE BORROWER SHALL NOT BE IMPAIRED BY, ANY ACTION OR INACTION OF THE L/C ISSUER REQUIRED OR PERMITTED UNDER ANY LAW, ORDER, OR PRACTICE THAT IS REQUIRED OR PERMITTED TO BE APPLIED TO ANY LETTER OF CREDIT OR THIS AGREEMENT, INCLUDING THE LAW OR ANY ORDER OF A JURISDICTION WHERE THE L/C ISSUER OR THE BENEFICIARY IS LOCATED, THE PRACTICE STATED IN THE ISP, OR IN THE DECISIONS, OPINIONS, PRACTICE STATEMENTS, OR OFFICIAL COMMENTARY OF THE ICC BANKING COMMISSION, THE BANKERS ASSOCIATION FOR FINANCE AND TRADE - INTERNATIONAL FINANCIAL SERVICES ASSOCIATION (BAFT-IFSA), OR THE INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE, WHETHER OR NOT ANY LETTER OF CREDIT CHOOSES SUCH LAW OR PRACTICE.

(h)    LETTER OF CREDIT FEES. THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE, SUBJECT TO SECTION 2.15, WITH ITS APPLICABLE PERCENTAGE A LETTER OF CREDIT FEE (THE “LETTER OF CREDIT FEE”) FOR EACH LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE TIMES THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT. FOR PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE DETERMINED IN ACCORDANCE WITH SECTION 1.06. LETTER OF CREDIT FEES SHALL BE (I) DUE AND PAYABLE ON THE FIRST BUSINESS DAY AFTER THE END OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE ISSUANCE OF SUCH LETTER OF CREDIT, ON THE LETTER OF CREDIT EXPIRATION DATE AND THEREAFTER ON DEMAND AND (II) COMPUTED ON A QUARTERLY BASIS IN ARREARS. IF THERE IS ANY CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER, THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER EACH LETTER OF CREDIT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UPON THE REQUEST OF THE REQUIRED LENDERS, WHILE ANY EVENT OF DEFAULT EXISTS, ALL LETTER OF CREDIT FEES SHALL ACCRUE AT THE DEFAULT RATE.

(i)    FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C ISSUER. THE BORROWER SHALL PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT

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A FRONTING FEE WITH RESPECT TO EACH LETTER OF CREDIT, AT THE RATE PER ANNUM SPECIFIED IN THE FEE LETTER, COMPUTED ON THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT ON A QUARTERLY BASIS IN ARREARS SUCH FRONTING FEE SHALL BE DUE AND PAYABLE ON THE TENTH BUSINESS DAY AFTER THE END OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER IN RESPECT OF THE MOST RECENTLY ENDED QUARTERLY PERIOD (OR PORTION THEREOF, IN THE CASE OF THE FIRST PAYMENT), COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE ISSUANCE OF SUCH LETTER OF CREDIT, ON THE LETTER OF CREDIT EXPIRATION DATE AND THEREAFTER ON DEMAND. FOR PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE DETERMINED IN ACCORDANCE WITH SECTION 1.06. IN ADDITION, THE BORROWER SHALL PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT THE CUSTOMARY ISSUANCE, PRESENTATION, AMENDMENT AND OTHER PROCESSING FEES, AND OTHER STANDARD COSTS AND CHARGES, OF THE L/C ISSUER RELATING TO LETTERS OF CREDIT AS FROM TIME TO TIME IN EFFECT. SUCH CUSTOMARY FEES AND STANDARD COSTS AND CHARGES ARE DUE AND PAYABLE ON DEMAND AND ARE NONREFUNDABLE.

(j)    CONFLICT WITH ISSUER DOCUMENTS. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS HEREOF AND THE TERMS OF ANY ISSUER DOCUMENT, THE TERMS HEREOF SHALL CONTROL.

(k)    LETTERS OF CREDIT ISSUED FOR SUBSIDIARIES. NOTWITHSTANDING THAT A LETTER OF CREDIT ISSUED OR OUTSTANDING HEREUNDER IS IN SUPPORT OF ANY OBLIGATIONS OF, OR IS FOR THE ACCOUNT OF, A SUBSIDIARY, THE BORROWER SHALL BE OBLIGATED TO REIMBURSE THE L/C ISSUER HEREUNDER FOR ANY AND ALL DRAWINGS UNDER SUCH LETTER OF CREDIT. THE BORROWER HEREBY ACKNOWLEDGES THAT THE ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF SUBSIDIARIES INURES TO THE BENEFIT OF THE BORROWER, AND THAT THE BORROWER’S BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM THE BUSINESSES OF SUCH SUBSIDIARIES.

2.04Prepayments.

(a)    THE BORROWER MAY, UPON NOTICE TO THE ADMINISTRATIVE AGENT, AT ANY TIME OR FROM TIME TO TIME VOLUNTARILY PREPAY LOANS IN WHOLE OR IN PART WITHOUT PREMIUM OR PENALTY; PROVIDED THAT (I) SUCH NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (A) THREE BUSINESS DAYS PRIOR TO ANY DATE OF PREPAYMENT OF EURODOLLAR RATE LOANS AND (B) ON THE DATE OF PREPAYMENT OF BASE RATE LOANS; (II) ANY PREPAYMENT OF EURODOLLAR RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $3,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF; AND (III) ANY PREPAYMENT OF BASE RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $500,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF OR, IN EACH CASE, IF LESS, THE ENTIRE PRINCIPAL AMOUNT THEREOF THEN OUTSTANDING. EACH SUCH NOTICE SHALL SPECIFY THE DATE AND AMOUNT OF SUCH PREPAYMENT AND THE TYPE(S) OF LOANS TO BE PREPAID AND, IF EURODOLLAR RATE LOANS ARE TO BE PREPAID, THE INTEREST PERIOD(S) OF SUCH LOANS. THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER OF ITS RECEIPT OF EACH SUCH NOTICE, AND OF THE AMOUNT OF SUCH LENDER’S APPLICABLE PERCENTAGE OF SUCH PREPAYMENT. IF SUCH NOTICE IS GIVEN BY THE BORROWER, THE BORROWER SHALL MAKE SUCH PREPAYMENT AND THE PAYMENT AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN; PROVIDED THAT IF THE PROPOSED PREPAYMENT IS MADE IN CONNECTION WITH A TERMINATION OF THE COMMITMENTS AND IS INTENDED TO BE PREPAID WITH THE PROCEEDS OF ANOTHER TRANSACTION, THEN THE PREPAYMENT MAY BE CONDITIONAL UPON THE CLOSING OF SUCH OTHER TRANSACTION. ANY PREPAYMENT OF A EURODOLLAR RATE LOAN SHALL BE ACCOMPANIED BY ALL ACCRUED INTEREST ON THE AMOUNT PREPAID, TOGETHER WITH ANY ADDITIONAL AMOUNTS REQUIRED

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PURSUANT TO SECTION 3.05. SUBJECT TO SECTION 2.15, EACH SUCH PREPAYMENT SHALL BE APPLIED TO THE LOANS OF THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES.

(b)    IF FOR ANY REASON THE TOTAL OUTSTANDINGS AT ANY TIME EXCEED THE AGGREGATE COMMITMENTS THEN IN EFFECT, THE BORROWER SHALL IMMEDIATELY PREPAY LOANS AND/OR CASH COLLATERALIZE THE L/C OBLIGATIONS IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS; PROVIDED, HOWEVER, THAT THE BORROWER SHALL NOT BE REQUIRED TO CASH COLLATERALIZE THE L/C OBLIGATIONS PURSUANT TO THIS SECTION 2.04(B) UNLESS AFTER THE PREPAYMENT IN FULL OF THE LOANS THE TOTAL OUTSTANDINGS EXCEED THE AGGREGATE COMMITMENTS THEN IN EFFECT.

2.05 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Any termination of the Aggregate Commitments may be conditioned upon the closing of another transaction if it is intended that Loans to be prepaid in connection with such termination will be prepaid with the proceeds of such other transaction.

2.06 Repayment of Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date.

2.07Interest.

(a)    SUBJECT TO THE PROVISIONS OF SUBSECTION (B) BELOW, (I) EACH EURODOLLAR RATE LOAN SHALL BEAR INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT THEREOF FOR EACH INTEREST PERIOD AT A RATE PER ANNUM EQUAL TO THE EURODOLLAR RATE FOR SUCH INTEREST PERIOD PLUS THE APPLICABLE RATE; AND (II) EACH BASE RATE LOAN SHALL BEAR INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT THEREOF FROM THE APPLICABLE BORROWING OR CONVERSION DATE AT A RATE PER ANNUM EQUAL TO THE BASE RATE PLUS THE APPLICABLE RATE.

(b)    (i)    IF ANY AMOUNT OF PRINCIPAL OF ANY LOAN IS NOT PAID WHEN DUE (WITHOUT REGARD TO ANY APPLICABLE GRACE PERIODS), WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE, SUCH AMOUNT SHALL THEREAFTER BEAR INTEREST AT A FLUCTUATING INTEREST RATE PER ANNUM AT ALL TIMES EQUAL TO THE DEFAULT RATE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

(ii)    IF ANY AMOUNT (OTHER THAN PRINCIPAL OF ANY LOAN) PAYABLE BY THE BORROWER UNDER ANY LOAN DOCUMENT IS NOT PAID WHEN DUE (WITHOUT REGARD TO ANY APPLICABLE GRACE PERIODS), WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE, THEN UPON THE REQUEST OF THE REQUIRED LENDERS, SUCH AMOUNT SHALL THEREAFTER BEAR INTEREST AT A FLUCTUATING INTEREST RATE PER ANNUM AT ALL TIMES EQUAL TO THE DEFAULT RATE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

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(iii)    UPON THE REQUEST OF THE REQUIRED LENDERS, WHILE ANY EVENT OF DEFAULT EXISTS (OTHER THAN AS SET FORTH IN CLAUSES (B)(I) AND (B)(II) ABOVE), THE BORROWER SHALL PAY INTEREST ON THE PRINCIPAL AMOUNT OF ALL OUTSTANDING OBLIGATIONS HEREUNDER AT A FLUCTUATING INTEREST RATE PER ANNUM AT ALL TIMES EQUAL TO THE DEFAULT RATE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

(iv)    ACCRUED AND UNPAID INTEREST ON PAST DUE AMOUNTS (INCLUDING INTEREST ON PAST DUE INTEREST) SHALL BE DUE AND PAYABLE UPON DEMAND.

(v)    THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER IN WRITING OF THE IMPOSITION OF THE DEFAULT RATE; PROVIDED THAT FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE IMPOSITION OF THE DEFAULT RATE.

(c)    INTEREST ON EACH LOAN SHALL BE DUE AND PAYABLE IN ARREARS ON EACH INTEREST PAYMENT DATE APPLICABLE THERETO AND AT SUCH OTHER TIMES AS MAY BE SPECIFIED HEREIN. INTEREST HEREUNDER SHALL BE DUE AND PAYABLE IN ACCORDANCE WITH THE TERMS HEREOF BEFORE AND AFTER JUDGMENT, AND BEFORE AND AFTER THE COMMENCEMENT OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW.

2.08 Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03:

(a)    COMMITMENT FEE. THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS APPLICABLE PERCENTAGE, A COMMITMENT FEE EQUAL TO THE APPLICABLE RATE TIMES THE ACTUAL DAILY AMOUNT BY WHICH THE AGGREGATE COMMITMENTS EXCEED THE SUM OF (I) THE OUTSTANDING AMOUNT OF LOANS AND (II) THE OUTSTANDING AMOUNT OF L/C OBLIGATIONS, SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 2.15. THE COMMITMENT FEE SHALL ACCRUE AT ALL TIMES DURING THE AVAILABILITY PERIOD, INCLUDING AT ANY TIME DURING WHICH ONE OR MORE OF THE CONDITIONS IN ARTICLE IV IS NOT MET, AND SHALL BE DUE AND PAYABLE QUARTERLY IN ARREARS ON THE LAST BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE CLOSING DATE, AND ON THE LAST DAY OF THE AVAILABILITY PERIOD. THE COMMITMENT FEE SHALL BE CALCULATED QUARTERLY IN ARREARS, AND IF THERE IS ANY CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER, THE ACTUAL DAILY AMOUNT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.

(b)    OTHER FEES. (i) THE BORROWER SHALL PAY TO THE ARRANGER AND THE ADMINISTRATIVE AGENT FOR THEIR OWN RESPECTIVE ACCOUNTS FEES IN THE AMOUNTS AND AT THE TIMES SPECIFIED IN THE FEE LETTER. SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.

(ii)    THE BORROWER SHALL PAY TO THE LENDERS SUCH FEES AS SHALL HAVE BEEN SEPARATELY AGREED UPON IN WRITING IN THE AMOUNTS AND AT THE TIMES SO SPECIFIED. SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.

2.09 Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided

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that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.10 Evidence of Debt.

(a)    THE CREDIT EXTENSIONS MADE BY EACH LENDER SHALL BE EVIDENCED BY ONE OR MORE ACCOUNTS OR RECORDS MAINTAINED BY SUCH LENDER AND BY THE ADMINISTRATIVE AGENT IN THE ORDINARY COURSE OF BUSINESS. THE ACCOUNTS OR RECORDS MAINTAINED BY THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR OF THE AMOUNT OF THE CREDIT EXTENSIONS MADE BY THE LENDERS TO THE BORROWER AND THE INTEREST AND PAYMENTS THEREON. ANY FAILURE TO SO RECORD OR ANY ERROR IN DOING SO SHALL NOT, HOWEVER, LIMIT OR OTHERWISE AFFECT THE OBLIGATION OF THE BORROWER HEREUNDER TO PAY ANY AMOUNT OWING WITH RESPECT TO THE OBLIGATIONS. IN THE EVENT OF ANY CONFLICT BETWEEN THE ACCOUNTS AND RECORDS MAINTAINED BY ANY LENDER AND THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT IN RESPECT OF SUCH MATTERS, THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT SHALL CONTROL IN THE ABSENCE OF MANIFEST ERROR. UPON THE REQUEST OF ANY LENDER MADE THROUGH THE ADMINISTRATIVE AGENT, THE BORROWER SHALL EXECUTE AND DELIVER TO SUCH LENDER (THROUGH THE ADMINISTRATIVE AGENT) A NOTE, WHICH SHALL EVIDENCE SUCH LENDER’S LOANS IN ADDITION TO SUCH ACCOUNTS OR RECORDS. EACH LENDER MAY ATTACH SCHEDULES TO ITS NOTE AND ENDORSE THEREON THE DATE, TYPE (IF APPLICABLE), AMOUNT AND MATURITY OF ITS LOANS AND PAYMENTS WITH RESPECT THERETO.

(b)    IN ADDITION TO THE ACCOUNTS AND RECORDS REFERRED TO IN SUBSECTION (A) ABOVE, EACH LENDER AND THE ADMINISTRATIVE AGENT SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE ACCOUNTS OR RECORDS EVIDENCING THE PURCHASES AND SALES BY SUCH LENDER OF PARTICIPATIONS IN LETTERS OF CREDIT. IN THE EVENT OF ANY CONFLICT BETWEEN THE ACCOUNTS AND RECORDS MAINTAINED BY THE ADMINISTRATIVE AGENT AND THE ACCOUNTS AND RECORDS OF ANY LENDER IN RESPECT OF SUCH MATTERS, THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT SHALL CONTROL IN THE ABSENCE OF MANIFEST ERROR.

2.11 Payments Generally; Administrative Agent’s Clawback.

(a)    GENERAL. ALL PAYMENTS TO BE MADE BY THE BORROWER SHALL BE MADE FREE AND CLEAR OF AND WITHOUT CONDITION OR DEDUCTION FOR ANY COUNTERCLAIM, DEFENSE, RECOUPMENT OR SETOFF. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL PAYMENTS BY THE BORROWER HEREUNDER SHALL BE MADE TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE RESPECTIVE LENDERS TO WHICH SUCH PAYMENT IS OWED, AT THE ADMINISTRATIVE AGENT’S OFFICE IN DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS NOT LATER THAN 2:00 P.M. ON THE DATE SPECIFIED HEREIN. THE ADMINISTRATIVE AGENT WILL PROMPTLY DISTRIBUTE TO EACH LENDER ITS APPLICABLE PERCENTAGE (OR OTHER APPLICABLE SHARE AS PROVIDED HEREIN) OF SUCH PAYMENT IN LIKE FUNDS AS RECEIVED BY WIRE TRANSFER TO SUCH LENDER’S LENDING OFFICE. ALL PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT AFTER 2:00 P.M. SHALL BE DEEMED RECEIVED ON THE NEXT SUCCEEDING BUSINESS DAY AND ANY APPLICABLE INTEREST OR FEE SHALL CONTINUE TO ACCRUE. IF ANY PAYMENT TO BE MADE BY THE BORROWER SHALL COME DUE ON A DAY OTHER THAN A BUSINESS DAY, PAYMENT SHALL BE MADE ON THE NEXT FOLLOWING BUSINESS DAY, AND SUCH EXTENSION OF TIME SHALL BE REFLECTED IN COMPUTING INTEREST OR FEES, AS THE CASE MAY BE.

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(b)    (i) FUNDING BY LENDERS; PRESUMPTION BY ADMINISTRATIVE AGENT. UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A LENDER PRIOR TO THE PROPOSED DATE OF ANY BORROWING OF EURODOLLAR RATE LOANS (OR, IN THE CASE OF ANY BORROWING OF BASE RATE LOANS, PRIOR TO 12:00 NOON ON THE DATE OF SUCH BORROWING) THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH LENDER’S SHARE OF SUCH BORROWING, THE ADMINISTRATIVE AGENT MAY ASSUME THAT SUCH LENDER HAS MADE SUCH SHARE AVAILABLE ON SUCH DATE IN ACCORDANCE WITH SECTION 2.02 (OR, IN THE CASE OF A BORROWING OF BASE RATE LOANS, THAT SUCH LENDER HAS MADE SUCH SHARE AVAILABLE IN ACCORDANCE WITH AND AT THE TIME REQUIRED BY SECTION 2.02) AND MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE BORROWER A CORRESPONDING AMOUNT. IN SUCH EVENT, IF A LENDER HAS NOT IN FACT MADE ITS SHARE OF THE APPLICABLE BORROWING AVAILABLE TO THE ADMINISTRATIVE AGENT, THEN THE APPLICABLE LENDER AND THE BORROWER SEVERALLY AGREE TO PAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT IN IMMEDIATELY AVAILABLE FUNDS WITH INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS MADE AVAILABLE TO THE BORROWER TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT, AT (A) IN THE CASE OF A PAYMENT TO BE MADE BY SUCH LENDER, THE GREATER OF THE FEDERAL FUNDS RATE AND A RATE DETERMINED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION, PLUS ANY ADMINISTRATIVE, PROCESSING OR SIMILAR FEES CUSTOMARILY CHARGED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE FOREGOING, AND (B) IN THE CASE OF A PAYMENT TO BE MADE BY THE BORROWER, THE INTEREST RATE APPLICABLE TO BASE RATE LOANS. IF THE BORROWER AND SUCH LENDER SHALL PAY SUCH INTEREST TO THE ADMINISTRATIVE AGENT FOR THE SAME OR AN OVERLAPPING PERIOD, THE ADMINISTRATIVE AGENT SHALL PROMPTLY REMIT TO THE BORROWER THE AMOUNT OF SUCH INTEREST PAID BY THE BORROWER FOR SUCH PERIOD. IF SUCH LENDER PAYS ITS SHARE OF THE APPLICABLE BORROWING TO THE ADMINISTRATIVE AGENT, THEN THE AMOUNT SO PAID SHALL CONSTITUTE SUCH LENDER’S LOAN INCLUDED IN SUCH BORROWING. ANY PAYMENT BY THE BORROWER SHALL BE WITHOUT PREJUDICE TO ANY CLAIM THE BORROWER MAY HAVE AGAINST A LENDER THAT SHALL HAVE FAILED TO MAKE SUCH PAYMENT TO THE ADMINISTRATIVE AGENT.

(ii)    PAYMENTS BY BORROWER; PRESUMPTIONS BY ADMINISTRATIVE AGENT. UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS OR THE L/C ISSUER HEREUNDER THAT THE BORROWER WILL NOT MAKE SUCH PAYMENT, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE BORROWER HAS MADE SUCH PAYMENT ON SUCH DATE IN ACCORDANCE HEREWITH AND MAY, IN RELIANCE UPON SUCH ASSUMPTION, DISTRIBUTE TO THE LENDERS OR THE L/C ISSUER, AS THE CASE MAY BE, THE AMOUNT DUE. IN SUCH EVENT, IF THE BORROWER HAS NOT IN FACT MADE SUCH PAYMENT, THEN EACH OF THE LENDERS OR THE L/C ISSUER, AS THE CASE MAY BE, SEVERALLY AGREES TO REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH LENDER OR THE L/C ISSUER, IN IMMEDIATELY AVAILABLE FUNDS WITH INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS DISTRIBUTED TO IT TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE AGENT, AT THE GREATER OF THE FEDERAL FUNDS RATE AND A RATE DETERMINED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION.

A notice of the Administrative Agent to any Lender, the L/C Issuer or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

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(c)    FAILURE TO SATISFY CONDITIONS PRECEDENT. IF ANY LENDER MAKES AVAILABLE TO THE ADMINISTRATIVE AGENT FUNDS FOR ANY LOAN TO BE MADE BY SUCH LENDER AS PROVIDED IN THE FOREGOING PROVISIONS OF THIS ARTICLE II, AND SUCH FUNDS ARE NOT MADE AVAILABLE TO THE BORROWER BY THE ADMINISTRATIVE AGENT BECAUSE THE CONDITIONS TO THE APPLICABLE CREDIT EXTENSION SET FORTH IN ARTICLE IV ARE NOT SATISFIED OR WAIVED IN ACCORDANCE WITH THE TERMS HEREOF, THE ADMINISTRATIVE AGENT SHALL RETURN SUCH FUNDS (IN LIKE FUNDS AS RECEIVED FROM SUCH LENDER) TO SUCH LENDER, WITHOUT INTEREST.

(d)    OBLIGATIONS OF LENDERS SEVERAL. THE OBLIGATIONS OF THE LENDERS HEREUNDER TO MAKE LOANS, TO FUND PARTICIPATIONS IN LETTERS OF CREDIT AND TO MAKE PAYMENTS PURSUANT TO SECTION 10.04(C) ARE SEVERAL AND NOT JOINT. THE FAILURE OF ANY LENDER TO MAKE ANY LOAN, TO FUND ANY SUCH PARTICIPATION OR TO MAKE ANY PAYMENT UNDER SECTION 10.04(C) ON ANY DATE REQUIRED HEREUNDER SHALL NOT RELIEVE ANY OTHER LENDER OF ITS CORRESPONDING OBLIGATION TO DO SO ON SUCH DATE, AND NO LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO SO MAKE ITS LOAN, TO PURCHASE ITS PARTICIPATION OR TO MAKE ITS PAYMENT UNDER SECTION 10.04(C).

(e)    FUNDING SOURCE. NOTHING HEREIN SHALL BE DEEMED TO OBLIGATE ANY LENDER TO OBTAIN THE FUNDS FOR ANY LOAN IN ANY PARTICULAR PLACE OR MANNER OR TO CONSTITUTE A REPRESENTATION BY ANY LENDER THAT IT HAS OBTAINED OR WILL OBTAIN THE FUNDS FOR ANY LOAN IN ANY PARTICULAR PLACE OR MANNER.

2.12 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(iii)    IF ANY SUCH PARTICIPATIONS OR SUBPARTICIPATIONS ARE PURCHASED AND ALL OR ANY PORTION OF THE PAYMENT GIVING RISE THERETO IS RECOVERED, SUCH PARTICIPATIONS OR SUBPARTICIPATIONS SHALL BE RESCINDED AND THE PURCHASE PRICE RESTORED TO THE EXTENT OF SUCH RECOVERY, WITHOUT INTEREST; AND

(iv)    THE PROVISIONS OF THIS SECTION SHALL NOT BE CONSTRUED TO APPLY TO (X) ANY PAYMENT MADE BY OR ON BEHALF OF THE BORROWER PURSUANT TO AND IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS AGREEMENT (INCLUDING THE APPLICATION OF FUNDS ARISING FROM THE EXISTENCE OF A DEFAULTING LENDER), (Y) THE APPLICATION OF CASH COLLATERAL PROVIDED FOR IN SECTION 2.14, OR (Z) ANY PAYMENT OBTAINED BY A LENDER AS CONSIDERATION FOR THE ASSIGNMENT OF OR SALE OF A PARTICIPATION IN ANY OF ITS LOANS OR SUBPARTICIPATIONS IN L/C OBLIGATIONS TO ANY ASSIGNEE OR PARTICIPANT, OTHER THAN AN ASSIGNMENT TO THE BORROWER OR ANY SUBSIDIARY THEREOF (AS TO WHICH THE PROVISIONS OF THIS SECTION SHALL APPLY).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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2.13 Increase in Commitments.

(a)    REQUEST FOR INCREASE. PROVIDED THERE EXISTS NO DEFAULT, UPON NOTICE TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS), THE BORROWER MAY FROM TIME TO TIME, REQUEST AN INCREASE IN THE AGGREGATE COMMITMENTS BY AN AMOUNT (FOR ALL SUCH REQUESTS) NOT EXCEEDING $150,000,000 PROVIDED THAT (I) ANY SUCH REQUEST FOR AN INCREASE SHALL BE IN A MINIMUM AMOUNT OF $25,000,000 OR IN INTEGRAL MULTIPLES OF $1,000,000 IN EXCESS THEREOF, AND (II) THE BORROWER MAY MAKE A MAXIMUM OF FIVE SUCH REQUESTS. AT THE TIME OF SENDING SUCH NOTICE, THE BORROWER (IN CONSULTATION WITH THE ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH LENDER IS REQUESTED TO RESPOND (WHICH SHALL IN NO EVENT BE LESS THAN TEN BUSINESS DAYS FROM THE DATE OF DELIVERY OF SUCH NOTICE TO THE LENDERS).

(b)    LENDER ELECTIONS TO INCREASE. EACH LENDER SHALL NOTIFY THE ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO INCREASE ITS COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN, OR LESS THAN ITS APPLICABLE PERCENTAGE OF SUCH REQUESTED INCREASE. ANY LENDER NOT RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE ITS COMMITMENT.

(c)    NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL LENDERS. THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND EACH LENDER OF THE LENDERS’ RESPONSES TO EACH REQUEST MADE HEREUNDER. TO ACHIEVE THE FULL AMOUNT OF A REQUESTED INCREASE AND SUBJECT, TO THE EXTENT AN APPROVAL WOULD BE REQUIRED PURSUANT TO SECTION 10.06(A)(III), TO THE APPROVAL OF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER, THE BORROWER MAY ALSO INVITE ADDITIONAL ELIGIBLE ASSIGNEES TO BECOME LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.

(d)    EFFECTIVE DATE AND ALLOCATIONS. IF THE AGGREGATE COMMITMENTS ARE INCREASED IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL DETERMINE THE EFFECTIVE DATE (THE “INCREASE EFFECTIVE DATE”) AND THE FINAL ALLOCATION OF SUCH INCREASE. THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE AND THE INCREASE EFFECTIVE DATE.

(e)    CONDITIONS TO EFFECTIVENESS OF INCREASE. AS A CONDITION PRECEDENT TO SUCH INCREASE, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF THE BORROWER DATED AS OF THE INCREASE EFFECTIVE DATE SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER (X) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY THE BORROWER APPROVING OR CONSENTING TO SUCH INCREASE, AND (Y) CERTIFYING THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE, (A) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE INCREASE EFFECTIVE DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS SECTION 2.13, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SUBSECTIONS (A) AND (B) OF SECTION 5.05 SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED PURSUANT TO SUBSECTIONS (A) AND (B), RESPECTIVELY, OF SECTION 6.01, AND (B) NO DEFAULT EXISTS. THE BORROWER SHALL PREPAY ANY LOANS OUTSTANDING ON THE INCREASE EFFECTIVE DATE (AND PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 3.05) TO THE EXTENT NECESSARY TO KEEP THE

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OUTSTANDING LOANS RATABLE WITH ANY REVISED APPLICABLE PERCENTAGES ARISING FROM ANY NONRATABLE INCREASE IN THE COMMITMENTS UNDER THIS SECTION.

(f)    CONFLICTING PROVISIONS. THIS SECTION SHALL SUPERSEDE ANY PROVISIONS IN SECTION 2.12 OR 10.01 TO THE CONTRARY.

2.14 Cash Collateral.

(a)    CERTAIN CREDIT SUPPORT EVENTS. IF (I) AS OF THE MATURITY DATE, ANY L/C OBLIGATION FOR ANY REASON REMAINS OUTSTANDING, (II) THE BORROWER SHALL BE REQUIRED TO PROVIDE CASH COLLATERAL PURSUANT TO SECTION 8.02(C), OR (III) THERE SHALL EXIST A DEFAULTING LENDER AND THE BORROWER IS REQUIRED TO PROVIDE CASH COLLATERAL PURSUANT TO SECTION 2.15, THE BORROWER SHALL IMMEDIATELY (IN THE CASE OF CLAUSE (II) ABOVE) OR WITHIN ONE BUSINESS DAY (IN ALL OTHER CASES) FOLLOWING ANY REQUEST BY THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, PROVIDE CASH COLLATERAL IN AN AMOUNT NOT LESS THAN THE APPLICABLE MINIMUM COLLATERAL AMOUNT (DETERMINED IN THE CASE OF CASH COLLATERAL PROVIDED PURSUANT TO CLAUSE (III) ABOVE, AFTER GIVING EFFECT TO SECTION 2.15(A)(IV) AND ANY CASH COLLATERAL PROVIDED BY THE DEFAULTING LENDER).

(b)    GRANT OF SECURITY INTEREST. THE BORROWER, AND TO THE EXTENT PROVIDED BY ANY DEFAULTING LENDER, SUCH DEFAULTING LENDER, HEREBY GRANTS TO (AND SUBJECTS TO THE CONTROL OF) THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS, AND AGREES TO MAINTAIN, A FIRST PRIORITY SECURITY INTEREST IN ALL SUCH CASH, DEPOSIT ACCOUNTS AND ALL BALANCES THEREIN, AND ALL OTHER PROPERTY SO PROVIDED AS COLLATERAL PURSUANT HERETO, AND IN ALL PROCEEDS OF THE FOREGOING, ALL AS SECURITY FOR THE OBLIGATIONS TO WHICH SUCH CASH COLLATERAL MAY BE APPLIED PURSUANT TO SECTION 2.15. IF AT ANY TIME THE ADMINISTRATIVE AGENT DETERMINES THAT CASH COLLATERAL IS SUBJECT TO ANY RIGHT OR CLAIM OF ANY PERSON OTHER THAN THE ADMINISTRATIVE AGENT OR THE L/C ISSUER AS HEREIN PROVIDED, OR THAT THE TOTAL AMOUNT OF SUCH CASH COLLATERAL IS LESS THAN THE MINIMUM COLLATERAL AMOUNT, THE BORROWER WILL, PROMPTLY UPON DEMAND BY THE ADMINISTRATIVE AGENT, PAY OR PROVIDE TO THE ADMINISTRATIVE AGENT ADDITIONAL CASH COLLATERAL IN AN AMOUNT SUFFICIENT TO ELIMINATE SUCH DEFICIENCY. ALL CASH COLLATERAL (OTHER THAN CREDIT SUPPORT NOT CONSTITUTING FUNDS SUBJECT TO DEPOSIT) SHALL BE MAINTAINED IN ONE OR MORE CONTROLLED ACCOUNTS OR BLOCKED, NON-INTEREST BEARING DEPOSIT ACCOUNTS AT BANK OF AMERICA. THE BORROWER SHALL PAY ON DEMAND THEREFOR FROM TIME TO TIME ALL CUSTOMARY ACCOUNT OPENING, ACTIVITY AND OTHER ADMINISTRATIVE FEES AND CHARGES IN CONNECTION WITH THE MAINTENANCE AND DISBURSEMENT OF CASH COLLATERAL, SUCH AMOUNTS TO BE PAID WHEN DUE UNDER THE APPLICABLE ACCOUNT AGREEMENTS.

(c)    APPLICATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, CASH COLLATERAL PROVIDED UNDER ANY OF THIS SECTION 2.14 OR SECTIONS 2.03, 2.15 OR 8.02 IN RESPECT OF LETTERS OF CREDIT SHALL BE HELD AND APPLIED TO THE SATISFACTION OF THE SPECIFIC L/C OBLIGATIONS, OBLIGATIONS TO FUND PARTICIPATIONS THEREIN (INCLUDING, AS TO CASH COLLATERAL PROVIDED BY A DEFAULTING LENDER, ANY INTEREST ACCRUED ON SUCH OBLIGATION) AND OTHER OBLIGATIONS FOR WHICH THE CASH COLLATERAL WAS SO PROVIDED, PRIOR TO ANY OTHER APPLICATION OF SUCH PROPERTY AS MAY OTHERWISE BE PROVIDED FOR HEREIN.

(d)    RELEASE. CASH COLLATERAL (OR THE APPROPRIATE PORTION THEREOF) PROVIDED TO REDUCE FRONTING EXPOSURE OR TO SECURE OTHER OBLIGATIONS SHALL BE RELEASED PROMPTLY FOLLOWING (I) THE ELIMINATION OF THE APPLICABLE FRONTING

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EXPOSURE OR OTHER OBLIGATIONS GIVING RISE THERETO (INCLUDING BY THE TERMINATION OF DEFAULTING LENDER STATUS OF THE APPLICABLE LENDER (OR, AS APPROPRIATE, ITS ASSIGNEE FOLLOWING COMPLIANCE WITH SECTION 10.06(A)(VI)) OR (II) THE DETERMINATION BY THE ADMINISTRATIVE AGENT AND THE L/C ISSUER THAT THERE EXISTS EXCESS CASH COLLATERAL; PROVIDED, HOWEVER, THE PERSON PROVIDING CASH COLLATERAL AND THE L/C ISSUER MAY AGREE THAT CASH COLLATERAL SHALL NOT BE RELEASED BUT INSTEAD HELD TO SUPPORT FUTURE ANTICIPATED FRONTING EXPOSURE OR OTHER OBLIGATIONS.

2.15Defaulting Lenders.

(a)    ADJUSTMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF ANY LENDER BECOMES A DEFAULTING LENDER, THEN, UNTIL SUCH TIME AS THAT LENDER IS NO LONGER A DEFAULTING LENDER, TO THE EXTENT PERMITTED BY APPLICABLE LAW:

(i)    WAIVERS AND AMENDMENTS. SUCH DEFAULTING LENDER’S RIGHT TO APPROVE OR DISAPPROVE ANY AMENDMENT, WAIVER OR CONSENT WITH RESPECT TO THIS AGREEMENT SHALL BE RESTRICTED AS SET FORTH IN THE DEFINITION OF “REQUIRED LENDERS” AND SECTION 10.01.

(ii)    DEFAULTING LENDER WATERFALL. ANY PAYMENT OF PRINCIPAL, INTEREST, FEES OR OTHER AMOUNTS RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH DEFAULTING LENDER (WHETHER VOLUNTARY OR MANDATORY, AT MATURITY, PURSUANT TO ARTICLE VIII OR OTHERWISE) OR RECEIVED BY THE ADMINISTRATIVE AGENT FROM A DEFAULTING LENDER PURSUANT TO SECTION 10.08 SHALL BE APPLIED AT SUCH TIME OR TIMES AS MAY BE DETERMINED BY THE ADMINISTRATIVE AGENT AS FOLLOWS: FIRST, TO THE PAYMENT OF ANY AMOUNTS OWING BY SUCH DEFAULTING LENDER TO THE ADMINISTRATIVE AGENT HEREUNDER; SECOND, TO THE PAYMENT ON A PRO RATA BASIS OF ANY AMOUNTS OWING BY SUCH DEFAULTING LENDER TO THE L/C ISSUER HEREUNDER; THIRD, TO CASH COLLATERALIZE THE L/C ISSUER’S FRONTING EXPOSURE WITH RESPECT TO SUCH DEFAULTING LENDER IN ACCORDANCE WITH SECTION 2.14; FOURTH, AS THE BORROWER MAY REQUEST (SO LONG AS NO DEFAULT OR EVENT OF DEFAULT EXISTS), TO THE FUNDING OF ANY LOAN IN RESPECT OF WHICH SUCH DEFAULTING LENDER HAS FAILED TO FUND ITS PORTION THEREOF AS REQUIRED BY THIS AGREEMENT, AS DETERMINED BY THE ADMINISTRATIVE AGENT; FIFTH, IF SO DETERMINED BY THE ADMINISTRATIVE AGENT AND THE BORROWER, TO BE HELD IN A DEPOSIT ACCOUNT AND RELEASED PRO RATAIN ORDER TO (X) SATISFY SUCH DEFAULTING LENDER’S POTENTIAL FUTURE FUNDING OBLIGATIONS WITH RESPECT TO LOANS UNDER THIS AGREEMENT AND (Y) CASH COLLATERALIZE THE L/C ISSUER’S FUTURE FRONTING EXPOSURE WITH RESPECT TO SUCH DEFAULTING LENDER WITH RESPECT TO FUTURE LETTERS OF CREDIT ISSUED UNDER THIS AGREEMENT, IN ACCORDANCE WITH SECTION 2.14; SIXTH, TO THE PAYMENT OF ANY AMOUNTS OWING TO THE LENDERS OR THE L/C ISSUER AS A RESULT OF ANY JUDGMENT OF A COURT OF COMPETENT JURISDICTION OBTAINED BY ANY LENDER OR THE L/C ISSUER AGAINST SUCH DEFAULTING LENDER AS A RESULT OF SUCH DEFAULTING LENDER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT; SEVENTH, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT EXISTS, TO THE PAYMENT OF ANY AMOUNTS OWING TO THE BORROWER AS A RESULT OF ANY JUDGMENT OF A COURT OF COMPETENT JURISDICTION OBTAINED BY THE BORROWER AGAINST SUCH DEFAULTING LENDER AS A RESULT OF SUCH DEFAULTING LENDER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT; AND EIGHTH, TO SUCH DEFAULTING LENDER OR AS OTHERWISE DIRECTED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT IF (X) SUCH PAYMENT IS A PAYMENT OF THE PRINCIPAL

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AMOUNT OF ANY LOANS OR L/C BORROWINGS IN RESPECT OF WHICH SUCH DEFAULTING LENDER HAS NOT FULLY FUNDED ITS APPROPRIATE SHARE, AND (Y) SUCH LOANS WERE MADE OR THE RELATED LETTERS OF CREDIT WERE ISSUED AT A TIME WHEN THE CONDITIONS SET FORTH IN SECTION 4.02 WERE SATISFIED OR WAIVED, SUCH PAYMENT SHALL BE APPLIED SOLELY TO PAY THE LOANS OF, AND L/C OBLIGATIONS OWED TO, ALL NON-DEFAULTING LENDERS ON A PRO RATA BASIS PRIOR TO BEING APPLIED TO THE PAYMENT OF ANY LOANS OF, OR L/C OBLIGATIONS OWED TO, SUCH DEFAULTING LENDER UNTIL SUCH TIME AS ALL LOANS AND FUNDED AND UNFUNDED PARTICIPATIONS IN L/C OBLIGATIONS ARE HELD BY THE LENDERS PRO RATA IN ACCORDANCE WITH THE COMMITMENTS HEREUNDER WITHOUT GIVING EFFECT TO SECTION 2.15(A)(IV). ANY PAYMENTS, PREPAYMENTS OR OTHER AMOUNTS PAID OR PAYABLE TO A DEFAULTING LENDER THAT ARE APPLIED (OR HELD) TO PAY AMOUNTS OWED BY A DEFAULTING LENDER OR TO POST CASH COLLATERAL PURSUANT TO THIS SECTION 2.15(A)(II) SHALL BE DEEMED PAID TO AND REDIRECTED BY SUCH DEFAULTING LENDER, AND EACH LENDER IRREVOCABLY CONSENTS HERETO.

(iii)    CERTAIN FEES.

(A)    NO DEFAULTING LENDER SHALL BE ENTITLED TO RECEIVE ANY FEE PAYABLE UNDER SECTION 2.08(A) FOR ANY PERIOD DURING WHICH THAT LENDER IS A DEFAULTING LENDER (AND THE BORROWER SHALL NOT BE REQUIRED TO PAY ANY SUCH FEE THAT OTHERWISE WOULD HAVE BEEN REQUIRED TO HAVE BEEN PAID TO THAT DEFAULTING LENDER).

(B)    EACH DEFAULTING LENDER SHALL BE ENTITLED TO RECEIVE LETTER OF CREDIT FEES FOR ANY PERIOD DURING WHICH THAT LENDER IS A DEFAULTING LENDER ONLY TO THE EXTENT ALLOCABLE TO ITS APPLICABLE PERCENTAGE OF THE STATED AMOUNT OF LETTERS OF CREDIT FOR WHICH IT HAS PROVIDED CASH COLLATERAL PURSUANT TO SECTION 2.14.

(C)    WITH RESPECT TO ANY LETTER OF CREDIT FEE NOT REQUIRED TO BE PAID TO ANY DEFAULTING LENDER PURSUANT TO CLAUSE (B) ABOVE, THE BORROWER SHALL (X) PAY TO EACH NON-DEFAULTING LENDER THAT PORTION OF ANY SUCH FEE OTHERWISE PAYABLE TO SUCH DEFAULTING LENDER WITH RESPECT TO SUCH DEFAULTING LENDER’S PARTICIPATION IN L/C OBLIGATIONS THAT HAS BEEN REALLOCATED TO SUCH NON-DEFAULTING LENDER PURSUANT TO CLAUSE (IV) BELOW, (Y) PAY TO THE L/C ISSUER THE AMOUNT OF ANY SUCH FEE OTHERWISE PAYABLE TO SUCH DEFAULTING LENDER TO THE EXTENT ALLOCABLE TO THE L/C ISSUER’S FRONTING EXPOSURE TO SUCH DEFAULTING LENDER AND NOT CASH COLLATERALIZED BY THE BORROWER, AND (Z) NOT BE REQUIRED TO PAY THE REMAINING AMOUNT OF ANY SUCH FEE.

(iv)    REALLOCATION OF APPLICABLE PERCENTAGES TO REDUCE FRONTING EXPOSURE. ALL OR ANY PART OF SUCH DEFAULTING LENDER’S PARTICIPATION IN L/C OBLIGATIONS SHALL BE REALLOCATED AMONG THE NON-DEFAULTING LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES (CALCULATED WITHOUT REGARD TO SUCH DEFAULTING LENDER’S COMMITMENT) BUT ONLY TO THE EXTENT THAT (X) THE CONDITIONS SET FORTH IN SECTION 4.02 ARE SATISFIED AT THE TIME OF SUCH REALLOCATION (AND, UNLESS THE BORROWER SHALL HAVE OTHERWISE NOTIFIED THE ADMINISTRATIVE AGENT AT SUCH TIME, THE BORROWER SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT SUCH CONDITIONS ARE SATISFIED AT SUCH TIME), AND (Y) SUCH REALLOCATION DOES NOT CAUSE THE AGGREGATE LENDER CREDIT EXPOSURE OF ANY NON-DEFAULTING LENDER TO EXCEED SUCH NON-DEFAULTING LENDER’S COMMITMENT. NO REALLOCATION

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HEREUNDER SHALL CONSTITUTE A WAIVER OR RELEASE OF ANY CLAIM OF ANY PARTY HEREUNDER AGAINST A DEFAULTING LENDER ARISING FROM THAT LENDER HAVING BECOME A DEFAULTING LENDER, INCLUDING ANY CLAIM OF A NON-DEFAULTING LENDER AS A RESULT OF SUCH NON-DEFAULTING LENDER’S INCREASED EXPOSURE FOLLOWING SUCH REALLOCATION.

(v)    CASH COLLATERAL. IF THE REALLOCATION DESCRIBED IN CLAUSE (A)(IV) ABOVE CANNOT, OR CAN ONLY PARTIALLY, BE EFFECTED, THE BORROWER SHALL, WITHOUT PREJUDICE TO ANY RIGHT OR REMEDY AVAILABLE TO IT HEREUNDER OR UNDER APPLICABLE LAW, CASH COLLATERALIZE THE L/C ISSUERS’ FRONTING EXPOSURE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 2.14.

(b)    DEFAULTING LENDER CURE. IF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE L/C ISSUER AGREE IN WRITING THAT A LENDER IS NO LONGER A DEFAULTING LENDER, THE ADMINISTRATIVE AGENT WILL SO NOTIFY THE PARTIES HERETO, WHEREUPON AS OF THE EFFECTIVE DATE SPECIFIED IN SUCH NOTICE AND SUBJECT TO ANY CONDITIONS SET FORTH THEREIN (WHICH MAY INCLUDE ARRANGEMENTS WITH RESPECT TO ANY CASH COLLATERAL), THAT LENDER WILL, TO THE EXTENT APPLICABLE, PURCHASE AT PAR THAT PORTION OF OUTSTANDING LOANS OF THE OTHER LENDERS OR TAKE SUCH OTHER ACTIONS AS THE ADMINISTRATIVE AGENT MAY DETERMINE TO BE NECESSARY TO CAUSE THE LOANS AND FUNDED AND UNFUNDED PARTICIPATIONS IN LETTERS OF CREDIT TO BE HELD ON A PRO RATA BASIS BY THE LENDERS IN ACCORDANCE WITH THEIR APPLICABLE PERCENTAGES (WITHOUT GIVING EFFECT TO SECTION 2.15(A)(IV)), WHEREUPON SUCH LENDER WILL CEASE TO BE A DEFAULTING LENDER; PROVIDED THAT NO ADJUSTMENTS WILL BE MADE RETROACTIVELY WITH RESPECT TO FEES ACCRUED OR PAYMENTS MADE BY OR ON BEHALF OF THE BORROWER WHILE THAT LENDER WAS A DEFAULTING LENDER; AND PROVIDED, FURTHER, THAT EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY AGREED BY THE AFFECTED PARTIES, NO CHANGE HEREUNDER FROM DEFAULTING LENDER TO LENDER WILL CONSTITUTE A WAIVER OR RELEASE OF ANY CLAIM OF ANY PARTY HEREUNDER ARISING FROM THAT LENDER’S HAVING BEEN A DEFAULTING LENDER.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(h)    PAYMENTS FREE OF TAXES; OBLIGATION TO WITHHOLD; PAYMENTS ON ACCOUNT OF TAXES.

(iii)    ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY OBLIGATION OF THE BORROWER UNDER ANY LOAN DOCUMENT SHALL BE MADE WITHOUT DEDUCTION OR WITHHOLDING FOR ANY TAXES, EXCEPT AS REQUIRED BY APPLICABLE LAWS. IF ANY APPLICABLE LAWS (AS DETERMINED IN THE GOOD FAITH DISCRETION OF THE ADMINISTRATIVE AGENT) REQUIRE THE DEDUCTION OR WITHHOLDING OF ANY TAX FROM ANY SUCH PAYMENT BY THE ADMINISTRATIVE AGENT OR THE BORROWER, THEN THE ADMINISTRATIVE AGENT OR THE BORROWER SHALL BE ENTITLED TO MAKE SUCH DEDUCTION OR WITHHOLDING, UPON THE BASIS OF THE INFORMATION AND DOCUMENTATION TO BE DELIVERED PURSUANT TO SUBSECTION (E) BELOW.

(iv)    IF THE BORROWER OR THE ADMINISTRATIVE AGENT SHALL BE REQUIRED BY APPLICABLE LAWS TO WITHHOLD OR DEDUCT ANY TAXES, INCLUDING BOTH UNITED STATES FEDERAL BACKUP WITHHOLDING AND WITHHOLDING TAXES, FROM ANY PAYMENT, THEN (A) THE BORROWER OR THE ADMINISTRATIVE AGENT, AS REQUIRED BY SUCH LAWS, SHALL WITHHOLD OR MAKE SUCH DEDUCTIONS AS ARE

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DETERMINED BY THE ADMINISTRATIVE AGENT TO BE REQUIRED BASED UPON THE INFORMATION AND DOCUMENTATION IT HAS RECEIVED PURSUANT TO SUBSECTION (E) BELOW, (B) THE BORROWER OR THE ADMINISTRATIVE AGENT, TO THE EXTENT REQUIRED BY SUCH LAWS, SHALL TIMELY PAY THE FULL AMOUNT WITHHELD OR DEDUCTED TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH THE APPLICABLE LAWS, AND (C) TO THE EXTENT THAT THE WITHHOLDING OR DEDUCTION IS MADE ON ACCOUNT OF INDEMNIFIED TAXES, THE SUM PAYABLE BY THE BORROWER SHALL BE INCREASED AS NECESSARY SO THAT AFTER ANY REQUIRED WITHHOLDING OR THE MAKING OF ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER THIS SECTION 3.01) THE APPLICABLE RECIPIENT RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD HAVE RECEIVED HAD NO SUCH WITHHOLDING OR DEDUCTION BEEN MADE.

(i)    PAYMENT OF OTHER TAXES BY THE BORROWER. WITHOUT LIMITING THE PROVISIONS OF SUBSECTION (A) ABOVE, THE BORROWER SHALL TIMELY PAY TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW, OR AT THE OPTION OF THE ADMINISTRATIVE AGENT TIMELY REIMBURSE IT FOR THE PAYMENT OF, ANY OTHER TAXES.

(j)    TAX INDEMNIFICATIONS. (i) THE BORROWER SHALL, AND DOES HEREBY, INDEMNIFY EACH RECIPIENT, AND SHALL MAKE PAYMENT IN RESPECT THEREOF WITHIN 10 DAYS AFTER DEMAND THEREFOR, FOR THE FULL AMOUNT OF ANY INDEMNIFIED TAXES (INCLUDING INDEMNIFIED TAXES IMPOSED OR ASSERTED ON OR ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS SECTION 3.01) PAYABLE OR PAID BY SUCH RECIPIENT OR REQUIRED TO BE WITHHELD OR DEDUCTED FROM A PAYMENT TO SUCH RECIPIENT, AND ANY REASONABLE EXPENSES ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH INDEMNIFIED TAXES WERE CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT GOVERNMENTAL AUTHORITY. A CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR LIABILITY DELIVERED TO THE BORROWER BY A LENDER OR THE L/C ISSUER (WITH A COPY TO THE ADMINISTRATIVE AGENT), OR BY THE ADMINISTRATIVE AGENT ON ITS OWN BEHALF OR ON BEHALF OF A LENDER OR THE L/C ISSUER, SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. THE BORROWER SHALL, AND DOES HEREBY, INDEMNIFY THE ADMINISTRATIVE AGENT, AND SHALL MAKE PAYMENT IN RESPECT THEREOF WITHIN 10 DAYS AFTER DEMAND THEREFOR, FOR ANY AMOUNT WHICH A LENDER OR THE L/C ISSUER FOR ANY REASON FAILS TO PAY INDEFEASIBLY TO THE ADMINISTRATIVE AGENT AS REQUIRED PURSUANT TO SECTION 3.01(C)(II) BELOW; PROVIDED THAT IF THE BORROWER MAKES ANY SUCH PAYMENT TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS SENTENCE, THE LENDER OR L/C ISSUER WHO FAILED TO MAKE SUCH PAYMENT TO THE ADMINISTRATIVE AGENT SHALL REIMBURSE THE BORROWER FOR THE AMOUNT OF SUCH PAYMENT.

(ii)    EACH LENDER AND THE L/C ISSUER SHALL, AND DOES HEREBY, SEVERALLY INDEMNIFY, AND SHALL MAKE PAYMENT IN RESPECT THEREOF WITHIN 10 DAYS AFTER DEMAND THEREFOR, (X) THE ADMINISTRATIVE AGENT AGAINST ANY INDEMNIFIED TAXES ATTRIBUTABLE TO SUCH LENDER OR THE L/C ISSUER (BUT ONLY TO THE EXTENT THAT THE BORROWER HAS NOT ALREADY INDEMNIFIED THE ADMINISTRATIVE AGENT FOR SUCH INDEMNIFIED TAXES AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), (Y) THE ADMINISTRATIVE AGENT AND THE BORROWER, AS APPLICABLE, AGAINST ANY TAXES ATTRIBUTABLE TO SUCH LENDER’S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 10.06(C) RELATING TO THE MAINTENANCE OF A PARTICIPANT REGISTER AND (Z) THE ADMINISTRATIVE AGENT AND THE BORROWER, AS APPLICABLE, AGAINST ANY EXCLUDED TAXES ATTRIBUTABLE TO SUCH LENDER OR THE L/C ISSUER, IN EACH CASE, THAT ARE PAYABLE OR PAID BY THE ADMINISTRATIVE AGENT OR THE BORROWER IN CONNECTION WITH ANY LOAN DOCUMENT, AND ANY REASONABLE EXPENSES ARISING THEREFROM OR WITH

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RESPECT THERETO, WHETHER OR NOT SUCH TAXES WERE CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT GOVERNMENTAL AUTHORITY. A CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR LIABILITY DELIVERED TO ANY LENDER BY THE ADMINISTRATIVE AGENT SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. EACH LENDER AND THE L/C ISSUER HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO SET OFF AND APPLY ANY AND ALL AMOUNTS AT ANY TIME OWING TO SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY AMOUNT DUE TO THE ADMINISTRATIVE AGENT UNDER THIS CLAUSE (II).

(k)    EVIDENCE OF PAYMENTS. UPON REQUEST BY THE BORROWER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE, AFTER ANY PAYMENT OF TAXES BY THE BORROWER OR BY THE ADMINISTRATIVE AGENT TO A GOVERNMENTAL AUTHORITY AS PROVIDED IN THIS SECTION 3.01, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT OR THE ADMINISTRATIVE AGENT SHALL DELIVER TO THE BORROWER, AS THE CASE MAY BE, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT ISSUED BY SUCH GOVERNMENTAL AUTHORITY EVIDENCING SUCH PAYMENT, A COPY OF ANY RETURN REQUIRED BY LAWS TO REPORT SUCH PAYMENT OR OTHER EVIDENCE OF SUCH PAYMENT REASONABLY SATISFACTORY TO THE BORROWER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE.

(l)    STATUS OF LENDERS; TAX DOCUMENTATION.

(i)    ANY LENDER THAT IS ENTITLED TO AN EXEMPTION FROM OR REDUCTION OF WITHHOLDING TAX WITH RESPECT TO PAYMENTS MADE UNDER ANY LOAN DOCUMENT SHALL DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT, AT THE TIME OR TIMES REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT AS WILL PERMIT SUCH PAYMENTS TO BE MADE WITHOUT WITHHOLDING OR AT A REDUCED RATE OF WITHHOLDING. IN ADDITION, ANY LENDER, IF REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT, SHALL DELIVER SUCH OTHER DOCUMENTATION PRESCRIBED BY APPLICABLE LAW OR REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT AS WILL ENABLE THE BORROWER OR THE ADMINISTRATIVE AGENT TO DETERMINE WHETHER OR NOT SUCH LENDER IS SUBJECT TO BACKUP WITHHOLDING OR INFORMATION REPORTING REQUIREMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PRECEDING TWO SENTENCES, THE COMPLETION, EXECUTION AND SUBMISSION OF SUCH DOCUMENTATION (OTHER THAN SUCH DOCUMENTATION SET FORTH IN SECTION 3.01(E)(II)(A), (II)(B) AND (II)(D) BELOW) SHALL NOT BE REQUIRED IF IN THE LENDER’S REASONABLE JUDGMENT SUCH COMPLETION, EXECUTION OR SUBMISSION WOULD SUBJECT SUCH LENDER TO ANY MATERIAL UNREIMBURSED COST OR EXPENSE OR WOULD MATERIALLY PREJUDICE THE LEGAL OR COMMERCIAL POSITION OF SUCH LENDER.

(ii)    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT THAT THE BORROWER IS A U.S. PERSON,

(A)    ANY LENDER THAT IS A U.S. PERSON SHALL DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT ON OR PRIOR TO THE DATE ON WHICH SUCH LENDER BECOMES A LENDER UNDER THIS AGREEMENT (AND FROM TIME TO TIME THEREAFTER UPON THE REASONABLE REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT), EXECUTED ORIGINALS OF IRS FORM W-9 CERTIFYING THAT SUCH LENDER IS EXEMPT FROM U.S. FEDERAL BACKUP WITHHOLDING TAX;

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(B)    ANY FOREIGN LENDER SHALL, TO THE EXTENT IT IS LEGALLY ENTITLED TO DO SO, DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT (IN SUCH NUMBER OF COPIES AS SHALL BE REQUESTED BY THE RECIPIENT) ON OR PRIOR TO THE DATE ON WHICH SUCH FOREIGN LENDER BECOMES A LENDER UNDER THIS AGREEMENT (AND FROM TIME TO TIME THEREAFTER UPON THE REASONABLE REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT), WHICHEVER OF THE FOLLOWING IS APPLICABLE:

(1)    IN THE CASE OF A FOREIGN LENDER CLAIMING THE BENEFITS OF AN INCOME TAX TREATY TO WHICH THE UNITED STATES IS A PARTY (X) WITH RESPECT TO PAYMENTS OF INTEREST UNDER ANY LOAN DOCUMENT, EXECUTED ORIGINALS OF IRS FORM W-8BEN ESTABLISHING AN EXEMPTION FROM, OR REDUCTION OF, U.S. FEDERAL WITHHOLDING TAX PURSUANT TO THE “INTEREST” ARTICLE OF SUCH TAX TREATY AND (Y) WITH RESPECT TO ANY OTHER APPLICABLE PAYMENTS UNDER ANY LOAN DOCUMENT, IRS FORM W-8BEN ESTABLISHING AN EXEMPTION FROM, OR REDUCTION OF, U.S. FEDERAL WITHHOLDING TAX PURSUANT TO THE “BUSINESS PROFITS” OR “OTHER INCOME” ARTICLE OF SUCH TAX TREATY;

(2)    EXECUTED ORIGINALS OF IRS FORM W-8ECI;

(3)    IN THE CASE OF A FOREIGN LENDER CLAIMING THE BENEFITS OF THE EXEMPTION FOR PORTFOLIO INTEREST UNDER SECTION 881(C) OF THE CODE, (X) A CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT F-1 TO THE EFFECT THAT SUCH FOREIGN LENDER IS NOT A “BANK” WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF THE CODE, A “10 PERCENT SHAREHOLDER” OF THE BORROWER WITHIN THE MEANING OF SECTION 881(C)(3)(B) OF THE CODE, OR A “CONTROLLED FOREIGN CORPORATION” DESCRIBED IN SECTION 881(C)(3)(C) OF THE CODE (A “U.S. TAX COMPLIANCE CERTIFICATE”) AND (Y) EXECUTED ORIGINALS OF IRS FORM W-8BEN; OR

(4)    TO THE EXTENT A FOREIGN LENDER IS NOT THE BENEFICIAL OWNER, EXECUTED ORIGINALS OF IRS FORM W-8IMY, ACCOMPANIED BY IRS FORM W-8ECI, IRS FORM W-8BEN, A U.S. TAX COMPLIANCE CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT F-2 OR EXHIBIT F-3, IRS FORM W-9, AND/OR OTHER CERTIFICATION DOCUMENTS FROM EACH BENEFICIAL OWNER, AS APPLICABLE; PROVIDED THAT IF THE FOREIGN LENDER IS A PARTNERSHIP AND ONE OR MORE DIRECT OR INDIRECT PARTNERS OF SUCH FOREIGN LENDER ARE CLAIMING THE PORTFOLIO INTEREST EXEMPTION, SUCH FOREIGN LENDER MAY PROVIDE A U.S. TAX COMPLIANCE CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT F-4 ON BEHALF OF EACH SUCH DIRECT AND INDIRECT PARTNER;

(C)    ANY FOREIGN LENDER SHALL, TO THE EXTENT IT IS LEGALLY ENTITLED TO DO SO, DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT (IN SUCH NUMBER OF COPIES AS SHALL BE REQUESTED BY THE RECIPIENT) ON OR PRIOR TO THE DATE ON WHICH SUCH FOREIGN LENDER BECOMES A LENDER UNDER THIS AGREEMENT (AND FROM TIME TO TIME THEREAFTER UPON THE REASONABLE REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT), EXECUTED ORIGINALS OF ANY OTHER FORM PRESCRIBED BY APPLICABLE LAW AS A BASIS FOR CLAIMING EXEMPTION FROM OR A REDUCTION IN U.S. FEDERAL WITHHOLDING TAX, DULY COMPLETED, TOGETHER WITH SUCH SUPPLEMENTARY DOCUMENTATION AS MAY BE PRESCRIBED BY APPLICABLE LAW TO PERMIT THE BORROWER OR THE

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ADMINISTRATIVE AGENT TO DETERMINE THE WITHHOLDING OR DEDUCTION REQUIRED TO BE MADE; AND

(D)    IF A PAYMENT MADE TO A LENDER UNDER ANY LOAN DOCUMENT WOULD BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX IMPOSED BY FATCA IF SUCH LENDER WERE TO FAIL TO COMPLY WITH THE APPLICABLE REPORTING REQUIREMENTS OF FATCA (INCLUDING THOSE CONTAINED IN SECTION 1471(B) OR 1472(B) OF THE CODE, AS APPLICABLE), SUCH LENDER SHALL DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT AT THE TIME OR TIMES PRESCRIBED BY LAW AND AT SUCH TIME OR TIMES REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT SUCH DOCUMENTATION PRESCRIBED BY APPLICABLE LAW (INCLUDING AS PRESCRIBED BY SECTION 1471(B)(3)(C)(I) OF THE CODE) AND SUCH ADDITIONAL DOCUMENTATION REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE AGENT AS MAY BE NECESSARY FOR THE BORROWER AND THE ADMINISTRATIVE AGENT TO COMPLY WITH THEIR OBLIGATIONS UNDER FATCA AND TO DETERMINE THAT SUCH LENDER HAS COMPLIED WITH SUCH LENDER’S OBLIGATIONS UNDER FATCA OR TO DETERMINE THE AMOUNT TO DEDUCT AND WITHHOLD FROM SUCH PAYMENT. SOLELY FOR PURPOSES OF THIS CLAUSE (D), “FATCA” SHALL INCLUDE ANY AMENDMENTS MADE TO FATCA AFTER THE DATE OF THIS AGREEMENT.

(iii)    EACH LENDER AGREES THAT IF ANY FORM OR CERTIFICATION IT PREVIOUSLY DELIVERED PURSUANT TO THIS SECTION 3.01 EXPIRES OR BECOMES OBSOLETE OR INACCURATE IN ANY RESPECT, IT SHALL UPDATE SUCH FORM OR CERTIFICATION OR PROMPTLY NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT IN WRITING OF ITS LEGAL INABILITY TO DO SO.

(m)    TREATMENT OF CERTAIN REFUNDS. UNLESS REQUIRED BY APPLICABLE LAWS, AT NO TIME SHALL THE ADMINISTRATIVE AGENT HAVE ANY OBLIGATION TO FILE FOR OR OTHERWISE PURSUE ON BEHALF OF A LENDER OR THE L/C ISSUER, OR HAVE ANY OBLIGATION TO PAY TO ANY LENDER OR THE L/C ISSUER, ANY REFUND OF TAXES WITHHELD OR DEDUCTED FROM FUNDS PAID FOR THE ACCOUNT OF SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE. IF ANY RECIPIENT DETERMINES, THAT IT HAS RECEIVED A REFUND OF ANY TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY THE BORROWER OR WITH RESPECT TO WHICH THE BORROWER HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 3.01, IT SHALL PAY TO THE BORROWER AN AMOUNT EQUAL TO SUCH REFUND (BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY THE BORROWER UNDER THIS SECTION 3.01 WITH RESPECT TO THE TAXES GIVING RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES (INCLUDING TAXES) INCURRED BY SUCH RECIPIENT, AND WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL AUTHORITY WITH RESPECT TO SUCH REFUND), PROVIDED THAT THE BORROWER, UPON THE REQUEST OF THE RECIPIENT, AGREES TO REPAY THE AMOUNT PAID OVER TO THE BORROWER (PLUS ANY PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO THE RECIPIENT IN THE EVENT THE RECIPIENT IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SUBSECTION, IN NO EVENT WILL THE APPLICABLE RECIPIENT BE REQUIRED TO PAY ANY AMOUNT TO THE BORROWER PURSUANT TO THIS SUBSECTION THE PAYMENT OF WHICH WOULD PLACE THE RECIPIENT IN A LESS FAVORABLE NET AFTER-TAX POSITION THAN SUCH RECIPIENT WOULD HAVE BEEN IN IF THE TAX SUBJECT TO INDEMNIFICATION AND GIVING RISE TO SUCH REFUND HAD NOT BEEN DEDUCTED, WITHHELD OR OTHERWISE IMPOSED AND THE INDEMNIFICATION PAYMENTS OR ADDITIONAL AMOUNTS WITH RESPECT TO SUCH TAX HAD NEVER BEEN PAID. THIS SUBSECTION SHALL NOT BE CONSTRUED TO REQUIRE ANY RECIPIENT TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY

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OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO THE BORROWER OR ANY OTHER PERSON.

(n)    SURVIVAL. EACH PARTY’S OBLIGATIONS UNDER THIS SECTION 3.01 SHALL SURVIVE THE RESIGNATION OR REPLACEMENT OF THE ADMINISTRATIVE AGENT OR ANY ASSIGNMENT OF RIGHTS BY, OR THE REPLACEMENT OF, A LENDER OR THE L/C ISSUER, THE TERMINATION OF THE COMMITMENTS AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL OTHER OBLIGATIONS.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and replaced with an obligation to fund Base Rate Loans in lieu of such Eurodollar Rate Loans, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (b) the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of, or conversion to or continuation of, Base Rate Loans in the amount specified therein.

3.04     Increased Costs; Reserves on Eurodollar Rate Loans.

(a)    INCREASED COSTS GENERALLY. IF ANY CHANGE IN LAW SHALL:

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(vii)    IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT, COMPULSORY LOAN, INSURANCE CHARGE OR SIMILAR REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF, OR CREDIT EXTENDED OR PARTICIPATED IN BY, ANY LENDER OR THE L/C ISSUER (EXCEPT ANY RESERVE REQUIREMENT CONTEMPLATED BY SECTION 3.04(E));

(viii)    SUBJECT ANY RECIPIENT TO ANY TAXES (OTHER THAN (A) INDEMNIFIED TAXES, (B) TAXES DESCRIBED IN CLAUSES (B) THROUGH (D) OF THE DEFINITION OF EXCLUDED TAXES AND (C) CONNECTION INCOME TAXES) ON ITS LOANS, LOAN PRINCIPAL, LETTERS OF CREDIT, COMMITMENTS, OR OTHER OBLIGATIONS, OR ITS DEPOSITS, RESERVES, OTHER LIABILITIES OR CAPITAL ATTRIBUTABLE THERETO; OR

(ix)    IMPOSE ON ANY LENDER OR THE L/C ISSUER OR THE LONDON INTERBANK MARKET ANY OTHER CONDITION, COST OR EXPENSE (OTHER THAN TAXES) AFFECTING THIS AGREEMENT OR EURODOLLAR RATE LOANS MADE BY SUCH LENDER OR ANY LETTER OF CREDIT OR PARTICIPATION THEREIN;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)    CAPITAL REQUIREMENTS. IF ANY LENDER OR THE L/C ISSUER DETERMINES THAT ANY CHANGE IN LAW AFFECTING SUCH LENDER OR THE L/C ISSUER OR ANY LENDING OFFICE OF SUCH LENDER OR SUCH LENDER’S OR THE L/C ISSUER’S HOLDING COMPANY, IF ANY, REGARDING CAPITAL OR LIQUIDITY REQUIREMENTS HAS OR WOULD HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON SUCH LENDER’S OR THE L/C ISSUER’S CAPITAL OR ON THE CAPITAL OF SUCH LENDER’S OR THE L/C ISSUER’S HOLDING COMPANY, IF ANY, AS A CONSEQUENCE OF THIS AGREEMENT, THE COMMITMENTS OF SUCH LENDER OR THE LOANS MADE BY, OR PARTICIPATIONS IN LETTERS OF CREDIT HELD BY, SUCH LENDER, OR THE LETTERS OF CREDIT ISSUED BY THE L/C ISSUER, TO A LEVEL BELOW THAT WHICH SUCH LENDER OR THE L/C ISSUER OR SUCH LENDER’S OR THE L/C ISSUER’S HOLDING COMPANY COULD HAVE ACHIEVED BUT FOR SUCH CHANGE IN LAW (TAKING INTO CONSIDERATION SUCH LENDER’S OR THE L/C ISSUER’S POLICIES AND THE POLICIES OF SUCH LENDER’S OR THE L/C ISSUER’S HOLDING COMPANY WITH RESPECT TO CAPITAL ADEQUACY), THEN FROM TIME TO TIME THE BORROWER WILL PAY TO SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH LENDER OR THE L/C ISSUER OR SUCH LENDER’S OR THE L/C ISSUER’S HOLDING COMPANY FOR ANY SUCH REDUCTION SUFFERED.

(c)    CERTIFICATES FOR REIMBURSEMENT. A CERTIFICATE OF A LENDER OR THE L/C ISSUER SETTING FORTH THE AMOUNT OR AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER OR THE L/C ISSUER OR ITS HOLDING COMPANY, AS THE CASE MAY BE, AS SPECIFIED IN SUBSECTION (A) OR (B) OF THIS SECTION AND DELIVERED TO THE BORROWER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR. THE BORROWER SHALL PAY SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN 10 DAYS AFTER RECEIPT THEREOF.

(d)    DELAY IN REQUESTS. FAILURE OR DELAY ON THE PART OF ANY LENDER OR THE L/C ISSUER TO DEMAND COMPENSATION PURSUANT TO THE FOREGOING PROVISIONS OF THIS

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SECTION 3.04 SHALL NOT CONSTITUTE A WAIVER OF SUCH LENDER’S OR THE L/C ISSUER’S RIGHT TO DEMAND SUCH COMPENSATION, PROVIDED THAT THE BORROWER SHALL NOT BE REQUIRED TO COMPENSATE A LENDER OR THE L/C ISSUER PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION FOR ANY INCREASED COSTS INCURRED OR REDUCTIONS SUFFERED MORE THAN SIX MONTHS PRIOR TO THE DATE THAT SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, NOTIFIES THE BORROWER OF THE CHANGE IN LAW GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS AND OF SUCH LENDER’S OR THE L/C ISSUER’S INTENTION TO CLAIM COMPENSATION THEREFOR (EXCEPT THAT, IF THE CHANGE IN LAW GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS IS RETROACTIVE, THEN THE SIX-MONTH PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF).

(e)    RESERVES ON EURODOLLAR RATE LOANS. THE BORROWER SHALL PAY TO EACH LENDER, AS LONG AS SUCH LENDER SHALL BE REQUIRED TO MAINTAIN RESERVES WITH RESPECT TO LIABILITIES OR ASSETS CONSISTING OF OR INCLUDING EUROCURRENCY FUNDS OR DEPOSITS (CURRENTLY KNOWN AS “EUROCURRENCY LIABILITIES”), ADDITIONAL INTEREST ON THE UNPAID PRINCIPAL AMOUNT OF EACH EURODOLLAR RATE LOAN EQUAL TO THE ACTUAL COSTS OF SUCH RESERVES ALLOCATED TO SUCH LOAN BY SUCH LENDER (AS DETERMINED BY SUCH LENDER IN GOOD FAITH, WHICH DETERMINATION SHALL BE CONCLUSIVE), WHICH SHALL BE DUE AND PAYABLE ON EACH DATE ON WHICH INTEREST IS PAYABLE ON SUCH LOAN, PROVIDED THE BORROWER SHALL HAVE RECEIVED AT LEAST 10 BUSINESS DAYS’ PRIOR NOTICE (WITH A COPY TO THE ADMINISTRATIVE AGENT) OF SUCH ADDITIONAL INTEREST FROM SUCH LENDER. IF A LENDER FAILS TO GIVE NOTICE 10 BUSINESS DAYS PRIOR TO THE RELEVANT INTEREST PAYMENT DATE, SUCH ADDITIONAL INTEREST SHALL BE DUE AND PAYABLE 10 BUSINESS DAYS FROM RECEIPT OF SUCH NOTICE.

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)    ANY CONTINUATION, CONVERSION, PAYMENT OR PREPAYMENT OF ANY LOAN OTHER THAN A BASE RATE LOAN ON A DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN (WHETHER VOLUNTARY, MANDATORY, AUTOMATIC, BY REASON OF ACCELERATION, OR OTHERWISE);

(b)    ANY FAILURE BY THE BORROWER (FOR A REASON OTHER THAN THE FAILURE OF SUCH LENDER TO MAKE A LOAN) TO PREPAY, BORROW, CONTINUE OR CONVERT ANY LOAN OTHER THAN A BASE RATE LOAN ON THE DATE OR IN THE AMOUNT NOTIFIED BY THE BORROWER; OR

(c)    ANY ASSIGNMENT OF A EURODOLLAR RATE LOAN ON A DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD THEREFOR AS A RESULT OF A REQUEST BY THE BORROWER PURSUANT TO SECTION 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. Notwithstanding the foregoing, the Borrower shall not be liable to pay such amounts in the event that a Eurodollar Rate Loan is not continued or a Base Rate Loan is not converted into a Eurodollar Rate Loan in accordance with the Borrower’s Loan Notice for the same due to a written request of a Lender pursuant to Section 3.02 or a written notice from the Required Lenders pursuant to Section 3.03.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Ratefor such Loan by a matching

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deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06Mitigation Obligations; Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

ARTICLE IV.
CONDITIONS PRECEDENT TO LOANS

4.01Documentary Conditions of Closing Date.

The obligation of each Lender to make the Loans hereunder is subject to the Administrative Agent’s receipt of the following, each of which shall be originals, electronic copies or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance and number reasonably satisfactory to the Administrative Agent and each of the Lenders:

(l)    EXECUTED COUNTERPARTS OF THIS AGREEMENT.

(m)    SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF THE BORROWER AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE EVIDENCING THE IDENTITY, AUTHORITY AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS A RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THE BORROWER IS A PARTY.

(n)    SUCH DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE TO EVIDENCE THAT THE BORROWER IS DULY ORGANIZED OR FORMED, AND THAT THE BORROWER IS VALIDLY EXISTING, IN GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION INCLUDING, IN THE CASE OF THE BORROWER, CERTIFICATES FROM THE CALIFORNIA DEPARTMENT OF INSURANCE AND ANY OTHER APPLICABLE INSURANCE REGULATORY AUTHORITY HAVING JURISDICTION OVER THE BORROWER, EXCEPT TO THE EXTENT THAT FAILURE TO BE SO QUALIFIED COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

(o)    A FAVORABLE OPINION OF LEGAL COUNSEL TO THE BORROWER, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH LENDER, AS TO THE MATTERS SET FORTH IN EXHIBIT E AND SUCH OTHER MATTERS CONCERNING THE BORROWER AND THE LOAN DOCUMENTS AS THE REQUIRED LENDERS MAY REASONABLY REQUEST.

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(p)    A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER EITHER (A) ATTACHING COPIES OF ALL CONSENTS, LICENSES AND APPROVALS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER AND THE VALIDITY AGAINST THE BORROWER OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND EFFECT, OR (B) STATING THAT NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO REQUIRED.

(q)    A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER CERTIFYING THAT AFTER GIVING EFFECT TO THE CLOSING OF THIS AGREEMENT (A) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE LOAN DOCUMENTS, (B) ALL WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF; AND (C) NO MATERIAL ADVERSE EFFECT HAS OCCURRED SINCE MARCH 31, 2013.

(r)    A DULY COMPLETED COMPLIANCE CERTIFICATE ON A PRO FORMA BASIS AFTER GIVING EFFECT TO THIS AGREEMENT, SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER.

(s)    SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS, CONSENTS OR OPINIONS AS THE ADMINISTRATIVE AGENT OR THE LENDERS REASONABLY MAY REQUIRE.

(t)    THE ABSENCE OF ANY ACTION, SUIT, INVESTIGATION OR PROCEEDING PENDING OR, TO THE KNOWLEDGE OF THE BORROWER, THREATENED IN ANY COURT OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

(u)    MCC SHALL HAVE A FINANCIAL STRENGTH RATING BY A.M. BEST COMPANY, INC. OF A- OR BETTER.

(v)    ANY FEES REQUIRED TO BE PAID ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID.

(w)    UNLESS WAIVED BY THE ADMINISTRATIVE AGENT, THE BORROWER SHALL HAVE PAID ALL FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO THE ADMINISTRATIVE AGENT (DIRECTLY TO SUCH COUNSEL IF REQUESTED BY THE ADMINISTRATIVE AGENT) TO THE EXTENT INVOICED PRIOR TO THE CLOSING DATE, PLUS SUCH ADDITIONAL AMOUNTS OF SUCH FEES, CHARGES AND DISBURSEMENTS AS SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF SUCH FEES, CHARGES AND DISBURSEMENTS INCURRED OR TO BE INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT).

4.02Conditions Precedent to Loans. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

(c)    THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER CONTAINED IN ARTICLE V AND ANY OTHER LOAN DOCUMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH CREDIT EXTENSION, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS SECTION 4.02, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SUBSECTIONS (A) AND (B) OF SECTION 5.05 SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED PURSUANT TO SUBSECTIONS (A) AND (B), RESPECTIVELY, OF SECTION 6.01.

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(d)    NO DEFAULT SHALL EXIST, OR WOULD RESULT FROM SUCH PROPOSED CREDIT EXTENSION OR FROM THE APPLICATION OF THE PROCEEDS THEREOF.

(e)    THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE L/C ISSUER SHALL HAVE RECEIVED A REQUEST FOR CREDIT EXTENSION IN ACCORDANCE WITH THE REQUIREMENTS HEREOF.

Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders on the Closing Date that:

5.01Existence, Qualification and Power.

The Borrower and each Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02Authorization; No Contravention.

The execution, delivery and performance by the Borrower of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of its Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which it is a party or affecting it, its properties or the properties of any of its Subsidiaries, which could reasonably be expected to have a Material Adverse Effect, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which it or its property is subject; or (c) violate any Law.

5.03Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document; except for approvals, consents, exemptions, authorizations, actions, notices or filings (i) which have already been obtained or made or (ii) for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and such failure could be cured without unreasonable delay or cost.

5.04Binding Effect.

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

5.05Financial Statements; No Material Adverse Effect.

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(c)    (I) THE UNAUDITED CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES DATED MARCH 31, 2013, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS, SHAREHOLDERS’ EQUITY AND CASH FLOWS FOR THE FISCAL QUARTER ENDED ON THAT DATE (A) WERE PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE PERIOD COVERED THEREBY, EXCEPT AS OTHERWISE EXPRESSLY NOTED THEREIN; AND (B) FAIRLY PRESENT THE FINANCIAL CONDITION OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE DATE THEREOF AND THEIR RESULTS OF OPERATIONS FOR THE PERIOD COVERED THEREBY, SUBJECT, IN THE CASE OF CLAUSES (A) AND (B), TO THE ABSENCE OF FOOTNOTES AND TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND (II) THE AUDITED FINANCIAL STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES DATED DECEMBER 31, 2012 AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS, SHAREHOLDERS’ EQUITY AND CASH FLOWS FOR SUCH FISCAL YEAR OF THE BORROWER AND ITS SUBSIDIARIES, INCLUDING THE NOTES THERETO (A) WERE PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE PERIOD COVERED THEREBY, EXCEPT AS OTHERWISE EXPRESSLY NOTED THEREIN; AND (B) FAIRLY PRESENT THE FINANCIAL CONDITION OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE DATE THEREOF AND THEIR RESULTS OF OPERATIONS FOR THE PERIOD COVERED THEREBY IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED THROUGHOUT THE PERIOD COVERED THEREBY, EXCEPT AS OTHERWISE EXPRESSLY NOTED THEREIN.

(d)    (I)    THE ANNUAL STATEMENT OF MCC AS OF AND FOR THE YEAR ENDING DECEMBER 31, 2012 (INCLUDING, WITHOUT LIMITATION, THE PROVISIONS MADE THEREIN FOR INVESTMENTS AND THE VALUATION THEREOF, RESERVES, POLICY AND CONTRACT CLAIMS AND STATUTORY LIABILITIES) AS FILED WITH THE APPLICABLE INSURANCE REGULATORY AUTHORITY AND THE INTERIM STATEMENT OF MCC AS OF AND FOR THE CALENDAR QUARTER ENDED MARCH 31, 2013 AS FILED WITH THE APPLICABLE INSURANCE REGULATORY AUTHORITY (COLLECTIVELY, THE “STATUTORY FINANCIAL STATEMENTS”), HAVE BEEN PREPARED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH SAP APPLIED ON A CONSISTENT BASIS (EXCEPT AS NOTED THEREIN). EACH SUCH STATUTORY FINANCIAL STATEMENT WAS IN MATERIAL COMPLIANCE WITH APPLICABLE LAW WHEN FILED. THE STATUTORY FINANCIAL STATEMENTS FAIRLY PRESENT THE FINANCIAL POSITION, THE RESULTS OF OPERATIONS, CHANGES IN EQUITY AND CHANGES IN FINANCIAL POSITION OF MCC AS OF AND FOR THE RESPECTIVE DATES AND PERIODS INDICATED THEREIN IN ACCORDANCE WITH SAP APPLIED ON A CONSISTENT BASIS, EXCEPT AS SET FORTH IN THE NOTES THERETO.

(e)    THE INVESTMENTS OF MCC REFLECTED IN THE STATUTORY FINANCIAL STATEMENTS COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF THE CALIFORNIA DEPARTMENT OF INSURANCE AS WELL AS THOSE OF ANY OTHER APPLICABLE INSURANCE REGULATORY AUTHORITY RELATING TO INVESTMENTS IN RESPECT OF WHICH MCC MAY INVEST ITS FUNDS.

(f)    THE PROVISIONS MADE BY MCC IN THE STATUTORY FINANCIAL STATEMENTS FOR RESERVES, POLICY AND CONTRACT CLAIMS AND STATUTORY LIABILITIES ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE APPLICABLE INSURANCE REGULATORY AUTHORITY, AND HAVE BEEN COMPUTED IN ACCORDANCE WITH SAP.

(g)    SINCE MARCH 31, 2013, THERE HAS BEEN NO EVENT OR CIRCUMSTANCE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

5.06Litigation.

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There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect the validity or enforceability of this Agreement or any other Loan Document, or the consummation of any of the transactions contemplated hereby, or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.07No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08Ownership of Property; Liens. Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.09Environmental Compliance. The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded thatsuch Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.

5.11 Taxes. The Borrower and its Subsidiaries have filed all material Federal, state and other tax returns and reports required to be filed (taking into account extensions), and have paid all material Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. To the knowledge of the Borrower, there is no proposed tax assessment against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect.

5.12ERISA Compliance.

(c)    EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (I) EACH PLAN IS IN COMPLIANCE WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER FEDERAL OR STATE LAWS; (II) EACH PLAN THAT IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS OR AN APPLICATION FOR SUCH A LETTER IS CURRENTLY BEING PROCESSED BY THE IRS WITH RESPECT THERETO AND, TO THE BEST KNOWLEDGE OF THE BORROWER, NOTHING HAS OCCURRED WHICH WOULD PREVENT, OR CAUSE THE LOSS OF, SUCH QUALIFICATION; AND (III) THE BORROWER AND EACH ERISA AFFILIATE HAVE MADE ALL REQUIRED CONTRIBUTIONS TO EACH PLAN SUBJECT TO SECTION 412 OF THE CODE, AND NO APPLICATION FOR A FUNDING WAIVER OR AN EXTENSION OF ANY AMORTIZATION PERIOD PURSUANT TO SECTION 412 OF THE CODE HAS BEEN MADE WITH RESPECT TO ANY PLAN.

(d)    THERE ARE NO PENDING OR, TO THE BEST KNOWLEDGE OF THE BORROWER, THREATENED CLAIMS, ACTIONS OR LAWSUITS, OR ACTION BY ANY GOVERNMENTAL

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AUTHORITY, WITH RESPECT TO ANY PLAN THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. THERE HAS BEEN NO PROHIBITED TRANSACTION OR VIOLATION OF THE FIDUCIARY RESPONSIBILITY RULES WITH RESPECT TO ANY PLAN THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.

(e)    EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (I) NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR; (II) NO PENSION PLAN HAS ANY UNFUNDED PENSION LIABILITY; (III) NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY UNDER TITLE IV OF ERISA WITH RESPECT TO ANY PENSION PLAN (OTHER THAN PREMIUMS DUE AND NOT DELINQUENT UNDER SECTION 4007 OF ERISA); (IV) NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY (AND NO EVENT HAS OCCURRED WHICH, WITH THE GIVING OF NOTICE UNDER SECTION 4219 OF ERISA, WOULD RESULT IN SUCH LIABILITY) UNDER SECTION 4201 OR 4243 OF ERISA WITH RESPECT TO A MULTIEMPLOYER PLAN; AND (V) NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS ENGAGED IN A TRANSACTION THAT COULD BE SUBJECT TO SECTION 4069 OR 4212(C) OF ERISA.

5.13 Subsidiaries; Equity Interests. As of the Closing Date, (a) the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Person and in the amounts specified on Part (a) of Schedule 5.13 free and clear of all consensual Liens and such Schedule correctly indicates, as of the Closing Date, whether such Subsidiary is a Material Party, an Insurance Subsidiary or a Material Insurance Subsidiary, and (b) the Borrower and its Subsidiaries do not have any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 or, in the case of Insurance Subsidiaries, maintained in their investment portfolio in the ordinary course of business.

5.14Margin Regulations; Investment Company Act.

(a)    THE BORROWER IS NOT ENGAGED, PRINCIPALLY OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE MEANING OF REGULATION U ISSUED BY THE FRB), OR EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK. LESS THAN 25% OF THE ASSETS OF THE BORROWER AND ITS SUBSIDIARIES (TAKEN AS A WHOLE) CONSISTS OF MARGIN STOCK.

(b)    NONE OF THE BORROWER, ANY PERSON CONTROLLING THE BORROWER, OR ANY SUBSIDIARY IS OR IS REQUIRED TO BE REGISTERED AS AN “INVESTMENT COMPANY” UNDER THE INVESTMENT COMPANY ACT OF 1940.

5.15Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such projected financial information was prepared.

5.16 Compliance with Laws. The Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties,

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except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17 Taxpayer Identification Number. The Borrower’s true and correct U.S. taxpayer identification number is 95-2211612.

5.18Insurance Licenses. Each Insurance Subsidiary has all Insurance Licenses necessary to conduct its business except to the extent the failure to have such Insurance License would not have a Material Adverse Effect. Except as set forth in its SEC filings, to the best of the Borrower’s knowledge, (a) no Insurance License of any Insurance Subsidiary is the subject of a proceeding for suspension or revocation or any similar proceedings, (b) there is no sustainable basis for such a suspension or revocation, and (c) no such suspension or revocation is threatened by any Applicable Insurance Regulatory Authority; except, in each case referred to in clauses (a)-(c), to the extent that such event could not reasonably be expected to have a Material Adverse Effect.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Loan or other Obligation (other than Unmatured Surviving Obligations) hereunder shall remain unpaid or unsatisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03)cause each Subsidiary to:

6.01 Financial Statements. Deliver to the Administrative Agent:

(f)    AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER (COMMENCING WITH THE FISCAL YEAR ENDED DECEMBER 31, 2013), A CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL YEAR, AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS, STATEMENT OF SHAREHOLDERS’ EQUITY, AND CASH FLOWS FOR SUCH FISCAL YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL AND PREPARED IN ACCORDANCE WITH GAAP, SUCH CONSOLIDATED STATEMENTS TO BE AUDITED AND ACCOMPANIED BY A REPORT AND OPINION OF KPMG OR ANOTHER INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT OF NATIONALLY RECOGNIZED STANDING REASONABLY ACCEPTABLE TO THE REQUIRED LENDERS, WHICH REPORT AND OPINION SHALL BE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS AND SHALL NOT BE SUBJECT TO ANY “GOING CONCERN” OR LIKE QUALIFICATION OR EXCEPTION OR ANY QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF SUCH AUDIT;

(g)    AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN FIFTY-FIVE (55) DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR OF THE BORROWER (COMMENCING WITH THE FISCAL QUARTER ENDED JUNE 30, 2013), A CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL QUARTER, THE RELATED CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS FOR SUCH FISCAL QUARTER AND FOR THE PORTION OF THE BORROWER’S FISCAL YEAR THEN ENDED, AND CASH FLOWS FOR THE PORTION OF THE BORROWER’S FISCAL YEAR THEN ENDED, IN EACH CASE SETTING FORTH IN COMPARATIVE FORM, AS APPLICABLE, THE FIGURES FOR THE CORRESPONDING FISCAL QUARTER OF THE PREVIOUS FISCAL YEAR AND THE CORRESPONDING PORTION OF THE PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL, CERTIFIED BY THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF THE BORROWER AS FAIRLY PRESENTING THE FINANCIAL CONDITION, RESULTS OF OPERATIONS, SHAREHOLDERS’ EQUITY AND CASH FLOWS OF THE BORROWER AND ITS SUBSIDIARIES IN ACCORDANCE WITH GAAP, SUBJECT ONLY TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;

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(h)    WITHIN FIVE (5) BUSINESS DAYS AFTER THE APPLICABLE REGULATORY FILING DATE, BUT IN ANY EVENT NOT LATER THAN FIFTY-FIVE (55) DAYS AFTER THE END OF EACH CALENDAR QUARTER (COMMENCING WITH THE CALENDAR QUARTER ENDED JUNE 30, 2013) IN RESPECT OF WHICH AN INTERIM STATEMENT IS REQUIRED TO BE FILED, A COPY OF EACH INTERIM STATEMENT OF EACH MATERIAL INSURANCE SUBSIDIARY FOR SUCH CALENDAR QUARTER, PREPARED IN ACCORDANCE WITH SAP;

(i)    WITHIN FIVE (5) BUSINESS DAYS AFTER THE APPLICABLE REGULATORY FILING DATE FOR EACH CALENDAR YEAR (COMMENCING WITH THE FILING FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2013), BUT IN ANY EVENT WITHIN NINETY (90) DAYS AFTER THE END OF EACH CALENDAR YEAR, A COPY OF THE ANNUAL STATEMENT OF EACH MATERIAL INSURANCE SUBSIDIARY FOR SUCH CALENDAR YEAR, PREPARED IN ACCORDANCE WITH SAP; AND

(j)    WITHIN FIVE (5) BUSINESS DAYS AFTER THE APPLICABLE REGULATORY FILING DATE FOR EACH CALENDAR YEAR (COMMENCING WITH THE FILING FOR CALENDAR YEAR ENDED DECEMBER 31, 2012), BUT IN ANY EVENT PRIOR TO JUNE 10TH OF THE YEAR IN WHICH SUCH FILING IS REQUIRED, A COPY OF THE ANNUAL AUDIT FOR MCC FOR SUCH CALENDAR YEAR PREPARED IN ACCORDANCE WITH THE ANNUAL AUDITED FINANCIAL REPORTS INSTRUCTIONS CONTAINED IN THE ANNUAL STATEMENT INSTRUCTIONS OF THE NAIC FROM TIME TO TIME BY KPMG OR OTHER INDEPENDENT PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING.

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information. Deliver to the Administrative Agent:

(d)    CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 6.01(A) AND (B) (COMMENCING WITH THE DELIVERY OF THE FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED JUNE 30, 2013), A DULY COMPLETED COMPLIANCE CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF THE BORROWER;

(e)    PROMPTLY AFTER ANY WRITTEN REQUEST BY THE ADMINISTRATIVE AGENT OR ANY LENDER, COPIES OF ANY DETAILED AUDIT REPORTS, MANAGEMENT LETTERS OR RECOMMENDATIONS SUBMITTED TO THE BOARD OF DIRECTORS (OR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS) OF THE BORROWER BY INDEPENDENT ACCOUNTANTS IN CONNECTION WITH THE ACCOUNTS OR BOOKS OF THE BORROWER OR ANY SUBSIDIARY, OR ANY AUDIT OF ANY OF THEM;

(f)    PROMPTLY AFTER THE SAME ARE AVAILABLE, COPIES OF EACH ANNUAL REPORT, PROXY OR FINANCIAL STATEMENT OR OTHER REPORT OR COMMUNICATION SENT TO THE STOCKHOLDERS OF THE BORROWER, AND COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS AND REGISTRATION STATEMENTS WHICH THE BORROWER MAY FILE OR BE REQUIRED TO FILE WITH THE SEC UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AND NOT OTHERWISE REQUIRED TO BE DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT HERETO;

(g)    WITHIN FIFTEEN (15) DAYS AFTER BEING DELIVERED TO ANY MATERIAL INSURANCE SUBSIDIARY, ANY FINAL REPORT ON EXAMINATION ISSUED BY THE APPLICABLE INSURANCE REGULATORY AUTHORITY OR THE NAIC THAT RESULTS IN MATERIAL ADJUSTMENTS TO THE FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 6.01(C), (D) OR (E);

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(h)    PROMPTLY, UPON WRITTEN REQUEST OF THE ADMINISTRATIVE AGENT, A COPY OF EACH “STATEMENT OF ACTUARIAL OPINION” AND “MANAGEMENT DISCUSSION AND ANALYSIS” FOR ANY MATERIAL INSURANCE SUBSIDIARY WHICH IS REQUIRED TO BE PROVIDED TO THE APPLICABLE INSURANCE REGULATORY AUTHORITY AS TO THE ADEQUACY OF LOSS RESERVES OF SUCH PERSON;

(i)    WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, A COPY OF ANY FINANCIAL EXAMINATION REPORTS BY ANY APPLICABLE INSURANCE REGULATORY AUTHORITY WITH RESPECT TO ANY MATERIAL INSURANCE SUBSIDIARY RELATING TO THE INSURANCE BUSINESS OF SUCH PERSON (WHEN, AND IF, PREPARED); PROVIDED, SUCH MATERIAL INSURANCE SUBSIDIARY SHALL ONLY BE REQUIRED TO DELIVER ANY INTERIM REPORT HEREUNDER AT SUCH TIME AS SUCH MATERIAL INSURANCE SUBSIDIARY HAS KNOWLEDGE THAT A FINAL REPORT WILL NOT BE ISSUED AND DELIVERED TO THE ADMINISTRATIVE AGENT, WITHIN NINETY (90) DAYS OF ANY SUCH INTERIM REPORT;

(j)    WITHIN FIVE (5) BUSINESS DAYS OF SUCH NOTICE, NOTICE OF ACTUAL SUSPENSION, TERMINATION OR REVOCATION OF ANY MATERIAL INSURANCE LICENSE OF ANY MATERIAL INSURANCE SUBSIDIARY BY ANY APPLICABLE INSURANCE REGULATORY AUTHORITY;

(k)    PROMPTLY UPON NOTICE THEREOF, ANY CHANGE IN THE A.M. BEST RATING FINANCIAL STRENGTH RATING OF ANY MATERIAL INSURANCE SUBSIDIARIES; AND

(l)    PROMPTLY, SUCH ADDITIONAL INFORMATION REGARDING THE BUSINESS, FINANCIAL OR CORPORATE AFFAIRS OF THE BORROWER OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF THE LOAN DOCUMENTS, AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY FROM TIME TO TIME REASONABLY REQUEST.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests in writing the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat any Borrower Materials as not containing any material

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non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”

6.03Notices. Promptly notify the Administrative Agent and each Lender:

(d)    OF THE OCCURRENCE OF ANY DEFAULT;

(e)    OF THE COMMENCEMENT OF, OR ANY MATERIAL DEVELOPMENT IN, ANY LITIGATION OR PROCEEDING AFFECTING THE BORROWER OR ANY OF ITS SUBSIDIARIES INVOLVING AN AMOUNT IN EXCESS OF 10% OF THE CONSOLIDATED NET WORTH OF THE BORROWER AS CALCULATED AS OF THE MOST RECENTLY ENDED FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS WERE DELIVERED OR WERE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 6.01(A) OR (B).

(f)    OF RECEIPT OF NOTICE FROM ANY GOVERNMENTAL AUTHORITY NOTIFYING THE BORROWER OR ANY OF ITS INSURANCE SUBSIDIARIES OF A HEARING RELATING TO A SUSPENSION, TERMINATION OR REVOCATION OF ANY INSURANCE LICENSE, INCLUDING ANY REQUEST BY A GOVERNMENTAL AUTHORITY WHICH COMMITS THE BORROWER OR ANY OF ITS SUBSIDIARIES TO TAKE, OR REFRAIN FROM TAKING, ANY ACTION OR WHICH OTHERWISE MATERIALLY AND ADVERSELY AFFECTS THE AUTHORITY OF THE BORROWER OR ANY SUCH INSURANCE SUBSIDIARY TO CONDUCT ITS BUSINESS;

(g)    (I) ANY BREACH OR NON-PERFORMANCE OF, OR ANY DEFAULT UNDER, A CONTRACTUAL OBLIGATION OF THE BORROWER OR ANY SUBSIDIARY AND (II) OF ANY DISPUTE, LITIGATION, INVESTIGATION, PROCEEDING OR SUSPENSION BETWEEN A MATERIAL INSURANCE SUBSIDIARY AND ANY GOVERNMENTAL AUTHORITY, IN EACH CASE, TO THE EXTENT THE SAME HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;

(h)    OF ANY MATTER THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;

(i)    OF THE OCCURRENCE OF ANY ERISA EVENT;

(j)    OF ANY MATERIAL CHANGE IN ACCOUNTING POLICIES OR FINANCIAL REPORTING PRACTICES BY THE BORROWER OR ANY MATERIAL PARTY; AND

(k)    OF ANY ANNOUNCEMENT BY A.M. BEST & COMPANY, INC. OF ANY CHANGE IN OR CHANGE IN THE OUTLOOK FOR A FINANCIAL STRENGTH RATING BY A.M. BEST COMPANY, INC. OF ANY MATERIAL INSURANCE SUBSIDIARY.

Each notice pursuant to Section 6.03 (a), (b), (c) or (d) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04Payment of Obligations. Pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such

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Subsidiary; (b) all material lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all material Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons.

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP or SAP, as applicable consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that as long as no Event of Default has occurred and is continuing, the Borrower shall not bear the expense of more than one visit per year; provided, further, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. Use the proceeds of the Loans for general corporate purposes, to finance stock repurchases and to pay fees and expenses in connection therewith and herewith.

6.12Bank as Principal Depository. To, and cause each of its Subsidiaries to, maintain Bank of America as one of its primary depository banks, including for the maintenance of business, cash management, operating and administrative deposit accounts.

ARTICLE VII.
NEGATIVE COVENANTS

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The Borrower agrees that so long as any Loan or other Obligation (other than Unmatured Surviving Obligations) hereunder shall remain unpaid or unsatisfied:

7.01 Liens. The Borrower shall not, and shall not permit its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(m)    LIENS PURSUANT TO ANY LOAN DOCUMENT;

(n)    LIENS ON ASSETS OF MCC (OTHER THAN ANY EQUITY INTERESTS IN ANY SUBSIDIARY) SECURING INDEBTEDNESS PERMITTED PURSUANT TO SECTION 7.03(B); ASSETS SECURING THE MCC BANK OF AMERICA FACILITY MAY ALSO SECURE SWAP CONTRACTS PERMITTED UNDER SECTION 7.03(C) WHICH ARE ENTERED INTO SPECIFICALLY TO HEDGE THE INTEREST RISK UNDER THE MCC BANK OF AMERICA FACILITY.

(o)    LIENS FOR TAXES NOT YET DUE OR WHICH ARE BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, IF ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE APPLICABLE PERSON IN ACCORDANCE WITH GAAP;

(p)    CARRIERS’, WAREHOUSEMEN’S, MECHANICS’, MATERIALMEN’S, REPAIRMEN’S OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS WHICH ARE NOT OVERDUE FOR A PERIOD OF MORE THAN 60 DAYS OR WHICH ARE BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, IF ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE APPLICABLE PERSON IN ACCORDANCE WITH GAAP;

(q)    PLEDGES OR DEPOSITS IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH (I) WORKERS’ COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION, OTHER THAN ANY LIEN IMPOSED BY ERISA, AND (II) LIENS ON AMOUNTS PAYABLE UNDER INSURANCE POLICIES AND SET-OFF RIGHTS ARISING UNDER INSURANCE POLICIES WITH RESPECT TO INDEBTEDNESS PERMITTED UNDER SECTION 7.03(E);

(r)    DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS AND LEASES (OTHER THAN INDEBTEDNESS), STATUTORY OBLIGATIONS, SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE ORDINARY COURSE OF BUSINESS;

(s)    EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER SIMILAR ENCUMBRANCES AFFECTING REAL PROPERTY WHICH, IN THE AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT, AND WHICH DO NOT IN ANY CASE MATERIALLY DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR MATERIALLY INTERFERE WITH THE ORDINARY CONDUCT OF THE BUSINESS OF THE APPLICABLE PERSON;

(t)    LIENS ON ASSETS OF THE BORROWER (OTHER THAN ANY EQUITY INTERESTS IN ANY SUBSIDIARY) PROVIDED THE AGGREGATE AMOUNT OF (I) OUTSTANDING INDEBTEDNESS AND OTHER OBLIGATIONS SECURED THEREBY (OTHER THAN JUDICIAL JUDGMENTS, SURETY AND APPEAL BONDS) AND (II) THE VALUE OF THE ASSETS SECURING JUDICIAL JUDGMENTS, SURETY AND APPEAL BONDS, DOES NOT EXCEED $60,000,000 AT ANY TIME; AND

(u)    LIENS ON ASSETS OF ANY SUBSIDIARY OF THE BORROWER (OTHER THAN ANY EQUITY INTERESTS IN ANY SUBSIDIARY) PROVIDED THE AGGREGATE AMOUNT OF (I) OUTSTANDING INDEBTEDNESS AND OTHER OBLIGATIONS SECURED THEREBY (OTHER THAN JUDICIAL JUDGMENTS, SURETY AND APPEAL BONDS) AND (II) THE VALUE OF THE ASSETS

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SECURING JUDICIAL JUDGMENTS, SURETY AND APPEAL BONDS, DOES NOT EXCEED $200,000,000 AT ANY TIME.

7.02Investments. The Borrower and its Subsidiaries shall not make any Investments, except:

(l)    INVESTMENTS DISCLOSED ON SCHEDULE 7.02;

(m)    INVESTMENTS MAINTAINED IN AN INSURANCE SUBSIDIARY'S INVESTMENT PORTFOLIO IN THE ORDINARY COURSE OF BUSINESS AND IN COMPLIANCE WITH APPLICABLE LAW;

(n)    INVESTMENTS BY THE BORROWER OF THE TYPE PERMITTED TO BE OWNED BY AN INSURANCE SUBSIDIARY;

(o)    INVESTMENTS BY THE BORROWER IN ANY OF ITS WHOLLY-OWNED SUBSIDIARIES AND INVESTMENTS BY ANY SUBSIDIARIES OF THE BORROWER IN THE BORROWER OR ANY OF ITS WHOLLY-OWNED SUBSIDIARIES;

(p)    TRADE ACCOUNTS RECEIVABLES;

(q)    INVESTMENTS PERMITTED UNDER SECTION 7.04;

(r)    LOANS AND ADVANCES TO OFFICERS, DIRECTORS AND EMPLOYEES OF THE BORROWER AND ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000 AT ANY TIME OUTSTANDING FOR TRAVEL, ENTERTAINMENT, RELOCATION AND OTHER BUSINESS EXPENSES, IN EACH CASE, INCURRED IN THE ORDINARY COURSE OF BUSINESS; AND

(s)    OTHER INVESTMENTS NOT EXCEEDING AN AGGREGATE AMOUNT OF $20,000,000 AT ANY TIME OUTSTANDING.

7.03 Indebtedness. The Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness except:

(h)    INDEBTEDNESS UNDER THE LOAN DOCUMENTS;

(i)    INDEBTEDNESS UNDER THE CREDIT AGREEMENT DATED AS OF OCTOBER 4, 2011 BETWEEN MCC AND UNION BANK, N.A. IN AN AMOUNT UP TO $20,000,000 (THE “UNION BANK FACILITY”) AND THE CREDIT AGREEMENT DATED AS OF JANUARY 2, 2009 AMONG MCC, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY THERETO IN AN AMOUNT UP TO $120,000,000 (THE “MCC BANK OF AMERICA FACILITY”) AND REFINANCINGS, REFUNDINGS, RENEWALS, EXTENSIONS OR REPLACEMENTS THEREOF; PROVIDED THAT (I) THE PRINCIPAL AMOUNT OF THE UNION BANK FACILITY AND THE MCC BANK OF AMERICA FACILITY (OR ANY REPLACEMENT THEREOF) DO NOT EXCEED $20,000,000 AND $120,000,000, RESPECTIVELY PLUS ANY INCREASE IN SUCH AMOUNT PERMITTED PURSUANT TO CLAUSE (II); (II) THE AMOUNT OF ANY SUCH REFINANCING, REFUNDING, RENEWAL, EXTENSION OR REPLACEMENT MAY BE INCREASED BY AN AMOUNT EQUAL TO A REASONABLE PREMIUM OR INTEREST AND OTHER REASONABLE AMOUNTS PAID, AND FEES AND EXPENSES REASONABLY INCURRED, IN CONNECTION WITH SUCH REFINANCING, RENEWAL, EXTENSION OR REPLACEMENT; (III) AT THE TIME OF THE CLOSING OF A REPLACEMENT OF EITHER OF THE UNION BANK FACILITY OR THE MCC BANK OF AMERICA FACILITY, THE BORROWER SHALL HAVE DELIVERED NOTICE THAT THE INDEBTEDNESS IS A REPLACEMENT OF THE UNION BANK FACILITY OR THE MCC BANK OF AMERICA FACILITY (WHICH REPLACEMENT CAN BE MADE AFTER THE UNION BANK FACILITY OR THE MCC BANK OF AMERICA FACILITY, AS APPLICABLE, HAS BEEN PAID IN FULL AND IS NOT REQUIRED TO BE THE SOURCE OF THE FUNDS USED TO REPAY THE UNION BANK

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FACILITY OR THE MCC BANK OF AMERICA FACILITY, AS APPLICABLE); AND (IV) THE REPRESENTATIONS AND WARRANTIES, COVENANTS AND EVENTS OF DEFAULT FOR ANY INDEBTEDNESS THAT IS A REPLACEMENT OF EITHER OF THE UNION BANK FACILITY OR THE MCC BANK OF AMERICA FACILITY SHALL BE NO MORE RESTRICTIVE THAN THE REPRESENTATIONS AND WARRANTIES, COVENANTS AND EVENTS OF DEFAULT SET FORTH IN THIS AGREEMENT.

(j)    OBLIGATIONS (CONTINGENT OR OTHERWISE) EXISTING OR ARISING UNDER ANY SWAP CONTRACT, PROVIDED THAT (I) SUCH OBLIGATIONS ARE (OR WERE) ENTERED INTO BY SUCH PERSON IN THE ORDINARY COURSE OF BUSINESS FOR THE PURPOSE OF DIRECTLY MITIGATING RISKS ASSOCIATED WITH FLUCTUATIONS IN INTEREST RATES OR FOREIGN EXCHANGE RATES, (II) SUCH SWAP CONTRACT IS NOT (AND IS NOT REQUIRED BY GAAP TO BE) ACCOUNTED FOR AS SPECULATIVE IN NATURE, AND (III) SUCH SWAP CONTRACT DOES NOT CONTAIN ANY PROVISION EXONERATING THE NON-DEFAULTING PARTY FROM ITS OBLIGATION TO MAKE PAYMENTS ON OUTSTANDING TRANSACTIONS TO THE DEFAULTING PARTY;

(k)    GUARANTEES OF INDEBTEDNESS PERMITTED PURSUANT TO THIS SECTION 7.03;

(l)    INDEBTEDNESS OWED TO ANY PERSON PROVIDING PROPERTY, CASUALTY OR LIABILITY INSURANCE TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, SO LONG AS THE OUTSTANDING AMOUNT OF SUCH INDEBTEDNESS DOES NOT EXCEED $20,000,000 AT ANY TIME, AND SHALL BE INCURRED ONLY TO DEFER THE COST OF, SUCH INSURANCE FOR THE YEAR IN WHICH SUCH INDEBTEDNESS IS INCURRED AND SUCH INDEBTEDNESS SHALL BE OUTSTANDING ONLY DURING SUCH YEAR;

(m)    (I) INDEBTEDNESS ARISING FROM THE HONORING BY A BANK OR OTHER FINANCIAL INSTITUTION OF A CHECK, DRAFT OR SIMILAR INSTRUMENT DRAWN AGAINST INSUFFICIENT FUNDS IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT SUCH INDEBTEDNESS IS EXTINGUISHED WITHIN FIVE BUSINESS DAYS OF ITS INCURRENCE, (II) INDEBTEDNESS IN RESPECT OF CREDIT CARDS PROVIDED SUCH INDEBTEDNESS IS EXTINGUISHED WITHIN 60 DAYS FROM THE DATE OF INVOICE, AND (III) INDEBTEDNESS IN RESPECT OF PURCHASE CARDS PROVIDED SUCH INDEBTEDNESS IS EXTINGUISHED WITHIN 60 DAYS FROM THE DATE OF INVOICE;

(n)    CONTINGENT (BUT NOT MATURED) REIMBURSEMENT, INDEMNIFICATION OR SIMILAR OBLIGATIONS (INCLUDING ANY ARISING BY RIGHT OF SUBROGATION) IN RESPECT OF STAY OR APPEAL BONDS;

(o)    INTERCOMPANY INDEBTEDNESS PERMITTED AS AN INVESTMENT PURSUANT TO SECTION 7.02(D);

(p)    INDEBTEDNESS OF THE BORROWER NOT EXCEEDING AN AGGREGATE PRINCIPAL AMOUNT OF $20,000,000 AT ANY TIME OUTSTANDING; AND

(q)    INDEBTEDNESS OF SUBSIDIARIES OF THE BORROWER NOT EXCEEDING AN AGGREGATE PRINCIPAL AMOUNT OF $100,000,000 AT ANY TIME OUTSTANDING.

7.04 Fundamental Changes. The Borrower shall not, and shall not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or acquire (whether in one transaction or in a series of transactions) all or substantially all of its assets of or Equity Interests in, or assets which constitute a business unit of, any Person, except that:

(a)    SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM, THE BORROWER OR ANY OF ITS SUBSIDIARIES MAY ACQUIRE (IN ONE TRANSACTION OR A SERIES

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OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF OR EQUITY INTERESTS IN, OR ASSETS WHICH CONSTITUTE A BUSINESS UNIT OF, ANY PERSON PROVIDED THAT (I) THE AGGREGATE PURCHASE PRICE PAID FOR ALL SUCH ACQUISITIONS IN ANY FISCAL YEAR DOES NOT EXCEED 10% OF CONSOLIDATED NET WORTH OF THE BORROWER AS OF THE MOST RECENTLY ENDED FISCAL YEAR FOR WHICH FINANCIAL STATEMENTS HAVE BEEN DELIVERED OR ARE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 6.01(A) AND (II) FOR ACQUISITIONS IN EXCESS OF $25,000,000, THE BORROWER HAS PROVIDED THE LENDERS WITH ADVANCE NOTICE OF SUCH ACQUISITION AND PROVIDED A PRO FORMA COMPLIANCE CERTIFICATE GIVING EFFECT TO SUCH ACQUISITION.;

(b)    SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM, ANY SUBSIDIARY (OTHER THAN MCC) MAY MERGE WITH (I) THE BORROWER, PROVIDED THAT THE BORROWER SHALL BE THE CONTINUING OR SURVIVING PERSON, OR (II) ANY ONE OR MORE OTHER SUBSIDIARIES (OTHER THAN MCC);

(c)    SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM, ANY SUBSIDIARY MAY MERGE WITH MCC, PROVIDED THAT MCC SHALL BE THE CONTINUING OR SURVIVING PERSON; AND

(d)    SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT THEREFROM, THE BORROWER MAY MERGE OR CONSOLIDATE WITH ANY PERSON (OTHER THAN MCC) PROVIDED THAT (I) SUCH MERGER OR CONSOLIDATION DOES NOT RESULT IN A CHANGE OF CONTROL, (II) EITHER THE BORROWER IS THE CONTINUING OR SURVIVING PERSON OR THE CONTINUING OR SURVIVING PERSON IS ORGANIZED IN THE UNITED STATES AND ASSUMES ALL OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THE BORROWER IS A PARTY IN A MANNER REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND (III) THE BORROWER HAS PROVIDED THE LENDERS WITH ADVANCE NOTICE OF SUCH MERGER OR CONSOLIDATION AND PROVIDED A PRO FORMA COMPLIANCE CERTIFICATE GIVING EFFECT TO SUCH MERGER OR CONSOLIDATION.

7.05Dispositions. The Borrower and its Subsidiaries shall not make any Disposition or enter into any agreement to make any Disposition, except:

(c)    DISPOSITIONS OF OBSOLETE OR WORN OUT PROPERTY OR PROPERTY NO LONGER USEFUL IN THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS;

(d)    DISPOSITIONS OF INVESTMENTS IN THE ORDINARY COURSE OF BUSINESS;

(e)    DISPOSITIONS OF EQUIPMENT OR REAL PROPERTY TO THE EXTENT THAT (I) SUCH PROPERTY IS EXCHANGED FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR REPLACEMENT PROPERTY OR (II) THE PROCEEDS OF SUCH DISPOSITION ARE REASONABLY PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;

(f)    DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY TO THE BORROWER OR TO ANY OTHER SUBSIDIARY PROVIDED THAT NO DEFAULT EXISTS OR WOULD RESULT THEREFROM;

(g)    DISPOSITIONS OF PROPERTY BY THE BORROWER OR ANY SUBSIDIARY NOT OTHERWISE PERMITTED SO LONG AS SUCH DISPOSITIONS ARE FOR FAIR MARKET VALUE AND ARE IN AN AGGREGATE AMOUNT NOT EXCEEDING 10% OF THE CONSOLIDATED NET WORTH OF THE BORROWER IN ANY CALENDAR YEAR PROVIDED (X) NO DEFAULT EXISTS OR WOULD RESULT THEREFROM AND (Y) AFTER GIVING EFFECT TO SUCH TRANSACTION THE LOAN PARTIES WOULD BE IN PRO FORMA COMPLIANCE WITH SECTION 7.11;

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(h)    LEASES, SUBLEASES, LICENSES OR SUBLICENSES OF PROPERTY IN THE ORDINARY COURSE OF BUSINESS AND WHICH DO NOT MATERIALLY INTERFERE WITH THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES;

(i)    TRANSFERS OF PROPERTY SUBJECT TO CASUALTY EVENTS UPON RECEIPT OF THE INSURANCE PAYMENTS WITH RESPECT TO SUCH CASUALTY EVENT; AND

(j)    SALES OR DISCOUNTS WITHOUT RECOURSE OF ACCOUNTS RECEIVABLE ARISING IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH THE COMPROMISE OR COLLECTION THEREOF.

7.06 Restricted Payments. The Borrower shall not declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, (other than dividends paid in capital stock) if a Default exists or would occur as a result of such payment.

7.07 Change in Nature of Business. The Borrower shall not, and shall not permit any of its Subsidiaries to, engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

7.08 Transactions with Affiliates. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its Subsidiaries or between and among any Subsidiaries.

7.09Burdensome Agreements. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement or any other Loan Document or pursuant to the Union Bank Facility (or any permitted replacement thereof) or the MCC Bank of America Facility (or any permitted replacement thereof)) that (a) limits the ability (i) of any Subsidiary of the Borrower to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of any Subsidiary of the Borrower to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of secured Indebtedness permitted under Section 7.01 and Section 7.03) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except in each case for prohibitions or restrictions existing under or by reason of:

(i)    customary non-assignment provisions with respect to leases or licensing agreements entered into by the Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of business and consistent with past practices;

(ii)    any restriction or encumbrance with respect to any asset of the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into for the sale or disposition of such assets or all or substantially all of the Equity Interests or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; and

(iii)    with respect to clauses (a)(ii) and (iii), provisions contained in documents evidencing Indebtedness permitted pursuant to Section 7.03 so long as such provisions permit (x) any Subsidiary of the Borrower to Guarantee the Indebtedness of the Borrower under this Agreement and the other Loan Documents and any refinancing or replacement thereof and (y) the Borrower or any of its Subsidiaries to secure their obligations under (A) this Agreement and the other Loan Documents and any refinancing or replacement thereof and (B) Subsidiary Guarantees of such obligations with Liens on property of the Borrower and its Subsidiaries.

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7.10Use of Proceeds. Use the proceeds of any Loan or Letter of Credit, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose.

7.11Financial Covenants.

(a)    MINIMUM CONSOLIDATED NET WORTH. THE BORROWER SHALL NOT PERMIT ITS CONSOLIDATED NET WORTH TO BE LESS THAN AN AMOUNT EQUAL TO THE SUM OF (A) $1,200,000,000 PLUS (B) 25% OF POSITIVE CONSOLIDATED NET INCOME EARNED IN EACH CALENDAR YEAR COMMENCING WITH THE CALENDAR YEAR ENDED DECEMBER 31, 2013.

(b)    MCC STATUTORY SURPLUS. THE BORROWER SHALL NOT PERMIT THE MCC STATUTORY SURPLUS TO BE LESS THAN AN AMOUNT EQUAL TO THE SUM OF (A) $750,000,000 PLUS (B) 25% OF POSITIVE CONSOLIDATED STATUTORY NET INCOME EARNED IN EACH CALENDAR YEAR COMMENCING WITH THE CALENDAR YEAR ENDED DECEMBER 31, 2013.

(c)    DEBT TO CAPITAL RATIO. THE BORROWER SHALL NOT PERMIT THE DEBT TO CAPITAL RATIO TO EXCEED 30%.

(d)    RISK BASED CAPITAL RATIO. THE BORROWER SHALL NOT PERMIT THE RISK BASED CAPITAL RATIO OF MCC OR ANY OTHER MATERIAL INSURANCE SUBSIDIARY TO BE LESS THAN 200%.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an “Event of Default”:

(t)    NON-PAYMENT. THE BORROWER FAILS TO PAY (I) WHEN AND AS REQUIRED TO BE PAID HEREIN, ANY AMOUNT OF PRINCIPAL OF ANY LOAN, OR (II) WITHIN THREE DAYS AFTER THE SAME BECOMES DUE, ANY INTEREST ON ANY LOAN, OR ANY FEE DUE HEREUNDER, OR (III) WITHIN FIVE DAYS AFTER THE SAME BECOMES DUE, ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR

(u)    SPECIFIC COVENANTS. THE BORROWER FAILS TO PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF SECTION 6.03, 6.05(A), 6.10 OR 6.11 OR ARTICLE VII;.

(v)    FINANCIAL INFORMATION. THE BORROWER FAILS TO PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN SECTION 6.01 OR 6.02 ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH FAILURE CONTINUES FOR 10 DAYS AFTER THE EARLIER OF (I) WRITTEN NOTICE FROM THE ADMINISTRATIVE AGENT OF SUCH FAILURE OR (II) THE DATE A RESPONSIBLE OFFICER BECOMES AWARE OF SUCH FAILURE;

(w)    OTHER DEFAULTS. THE BORROWER FAILS TO PERFORM OR OBSERVE ANY OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SUBSECTION (A), (B) OR (C) ABOVE) CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR OBSERVED AND SUCH FAILURE CONTINUES FOR 30 DAYS AFTER THE EARLIER OF (I) WRITTEN NOTICE FROM THE ADMINISTRATIVE AGENT OF SUCH FAILURE OR (II) THE DATE A RESPONSIBLE OFFICER BECOMES AWARE OF SUCH FAILURE; OR

(x)    REPRESENTATIONS AND WARRANTIES. ANY REPRESENTATION, WARRANTY, CERTIFICATION OR STATEMENT OF FACT MADE, DEEMED MADE OR CONFIRMED BY OR ON

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BEHALF OF THE BORROWER OR ANY OTHER BORROWER HEREIN, IN ANY OTHER LOAN DOCUMENT, OR IN ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH SHALL BE INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE, DEEMED MADE OR CONFIRMED; OR

(y)    CROSS-DEFAULT. (I) THE BORROWER OR ANY OTHER MATERIAL PARTY (A) FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS OWED PURSUANT TO THE MCC BANK OF AMERICA FACILITY OR THE UNION BANK FACILITY, REGARDLESS OF THE AMOUNT OWED, OR (B) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY INDEBTEDNESS REFERRED TO IN CLAUSE (I)(A) OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER EVENT OCCURS, THE EFFECT OF WHICH DEFAULT OR OTHER EVENT IS TO CAUSE, OR TO PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS OR BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED, SUCH INDEBTEDNESS TO BE DEMANDED OR TO BECOME DUE OR TO BE REPURCHASED, PREPAID, DEFEASED OR REDEEMED (AUTOMATICALLY OR OTHERWISE), OR AN OFFER TO REPURCHASE, PREPAY, DEFEASE OR REDEEM SUCH INDEBTEDNESS TO BE MADE, PRIOR TO ITS STATED MATURITY; (II) THE BORROWER OR ANY OTHER MATERIAL PARTY (A) FAILS TO MAKE ANY PAYMENT WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND, OR OTHERWISE) IN RESPECT OF ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS HEREUNDER AND INDEBTEDNESS UNDER SWAP CONTRACTS) HAVING AN AGGREGATE OUTSTANDING PRINCIPAL AMOUNT (INCLUDING AMOUNTS OWING TO ALL CREDITORS UNDER ANY COMBINED OR SYNDICATED CREDIT ARRANGEMENT) OF MORE THAN THE THRESHOLD AMOUNT, OR (B) FAILS TO OBSERVE OR PERFORM ANY OTHER AGREEMENT OR CONDITION RELATING TO ANY INDEBTEDNESS REFERRED TO IN CLAUSE (II)(A) OR CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING, SECURING OR RELATING THERETO, OR ANY OTHER EVENT OCCURS, THE EFFECT OF WHICH DEFAULT OR OTHER EVENT IS TO CAUSE, OR TO PERMIT THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS OR BENEFICIARY OR BENEFICIARIES) TO CAUSE, WITH THE GIVING OF NOTICE IF REQUIRED, SUCH INDEBTEDNESS TO BE DEMANDED OR TO BECOME DUE OR TO BE REPURCHASED, PREPAID, DEFEASED OR REDEEMED (AUTOMATICALLY OR OTHERWISE), OR AN OFFER TO REPURCHASE, PREPAY, DEFEASE OR REDEEM SUCH INDEBTEDNESS TO BE MADE, PRIOR TO ITS STATED MATURITY; OR (III) THERE OCCURS UNDER ANY SWAP CONTRACT AN EARLY TERMINATION DATE (AS DEFINED IN SUCH SWAP CONTRACT) RESULTING FROM (A) ANY EVENT OF DEFAULT UNDER SUCH SWAP CONTRACT AS TO WHICH THE BORROWER OR ANY OTHER MATERIAL PARTY IS THE DEFAULTING PARTY (AS DEFINED IN SUCH SWAP CONTRACT) OR (B) ANY TERMINATION EVENT (AS SO DEFINED) UNDER SUCH SWAP CONTRACT AS TO WHICH THE BORROWER OR ANY OTHER MATERIAL PARTY IS AN AFFECTED PARTY (AS SO DEFINED) AND, IN EITHER EVENT, THE SWAP TERMINATION VALUE OWED BY THE BORROWER OR SUCH MATERIAL PARTY AS A RESULT THEREOF IS GREATER THAN THE THRESHOLD AMOUNT; OR

(z)    INSOLVENCY PROCEEDINGS, ETC. THE BORROWER OR ANY OF ITS SUBSIDIARIES THAT ARE MATERIAL PARTIES INSTITUTES OR CONSENTS TO THE INSTITUTION OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW, OR MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR APPLIES FOR OR CONSENTS TO THE APPOINTMENT OF ANY RECEIVER, TRUSTEE, CUSTODIAN, CONSERVATOR, LIQUIDATOR, REHABILITATOR OR SIMILAR OFFICER FOR IT OR FOR ALL OR ANY MATERIAL PART OF ITS PROPERTY; OR ANY RECEIVER, TRUSTEE, CUSTODIAN, CONSERVATOR, LIQUIDATOR, REHABILITATOR OR SIMILAR OFFICER IS APPOINTED WITHOUT THE APPLICATION OR CONSENT OF SUCH PERSON AND THE APPOINTMENT CONTINUES UNDISCHARGED OR UNSTAYED FOR 60 CALENDAR DAYS; OR ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW RELATING TO ANY SUCH PERSON OR TO ALL

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OR ANY MATERIAL PART OF ITS PROPERTY IS INSTITUTED WITHOUT THE CONSENT OF SUCH PERSON AND CONTINUES UNDISMISSED OR UNSTAYED FOR 60 CALENDAR DAYS, OR AN ORDER FOR RELIEF IS ENTERED IN ANY SUCH PROCEEDING; OR

(aa)    INABILITY TO PAY DEBTS; ATTACHMENT. (I) THE BORROWER OR ANY SUBSIDIARY THAT IS A MATERIAL PARTY BECOMES UNABLE OR ADMITS IN WRITING ITS INABILITY OR FAILS GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE, OR (II) ANY WRIT OR WARRANT OF ATTACHMENT OR EXECUTION OR SIMILAR PROCESS IS ISSUED OR LEVIED AGAINST ALL OR ANY MATERIAL PART OF THE PROPERTY OF ANY SUCH PERSON AND REMAINS UNSATISFIED, UNRELEASED, UNVACATED OR UNFULLY BONDED FOR A PERIOD OF 30 CONSECUTIVE DAYS AFTER ITS ISSUE OR LEVY; OR

(bb)    JUDGMENTS. THERE IS ENTERED AGAINST THE BORROWER OR ANY SUBSIDIARY THAT IS A MATERIAL PARTY (I) ONE OR MORE FINAL JUDGMENTS OR ORDERS FOR THE PAYMENT OF MONEY IN AN AGGREGATE AMOUNT (AS TO ALL SUCH JUDGMENTS OR ORDERS) EXCEEDING THE THRESHOLD AMOUNT (TO THE EXTENT NOT COVERED BY INDEPENDENT THIRD-PARTY INSURANCE AS TO WHICH THE INSURER DOES NOT DISPUTE COVERAGE), OR (II) ANY ONE OR MORE NON-MONETARY FINAL JUDGMENTS THAT HAVE, OR COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT AND, IN EITHER CASE, (A) ENFORCEMENT PROCEEDINGS ARE COMMENCED BY ANY CREDITOR UPON SUCH JUDGMENT OR ORDER, OR (B) THERE IS A PERIOD OF 30 CONSECUTIVE DAYS DURING WHICH A STAY OF ENFORCEMENT OF SUCH JUDGMENT, BY REASON OF A PENDING APPEAL OR OTHERWISE, IS NOT IN EFFECT AND SUCH JUDGMENT IS NOT SATISFIED; OR

(cc)    ERISA. (I) AN ERISA EVENT OCCURS WITH RESPECT TO A PENSION PLAN OR MULTIEMPLOYER PLAN WHICH HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF THE BORROWER UNDER TITLE IV OF ERISA TO THE PENSION PLAN, MULTIEMPLOYER PLAN OR THE PBGC IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD AMOUNT, OR (II) THE BORROWER OR ANY ERISA AFFILIATE FAILS TO PAY WHEN DUE, AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD, ANY INSTALLMENT PAYMENT WITH RESPECT TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201 OF ERISA UNDER A MULTIEMPLOYER PLAN WHICH HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A LIABILITY OF THE BORROWER IN AN AGGREGATE AMOUNT IN EXCESS OF THE THRESHOLD AMOUNT; OR

(dd)    INVALIDITY OF LOAN DOCUMENTS. ANY LOAN DOCUMENT, AT ANY TIME AFTER ITS EXECUTION AND DELIVERY AND FOR ANY REASON OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER OR THEREUNDER OR SATISFACTION IN FULL OF ALL THE OBLIGATIONS (OTHER THAN UNMATURED SURVIVING OBLIGATIONS), CEASES TO BE IN FULL FORCE AND EFFECT; OR THE BORROWER OR ANY OTHER PERSON CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT; OR THE BORROWER DENIES THAT IT HAS ANY OR FURTHER LIABILITY OR OBLIGATION UNDER ANY LOAN DOCUMENT, OR PURPORTS TO REVOKE, TERMINATE OR RESCIND ANY LOAN DOCUMENT;

(ee)    GOVERNMENT ACTION. (A) ANY INSURANCE LICENSE OF THE BORROWER OR ANY OF ITS MATERIAL INSURANCE SUBSIDIARIES (I) SHALL BE REVOKED BY THE APPLICABLE INSURANCE REGULATORY AUTHORITY, (II) SHALL BE SUSPENDED BY THE APPLICABLE INSURANCE REGULATORY AUTHORITY FOR A PERIOD IN EXCESS OF THIRTY DAYS OR (III) SHALL NOT BE REISSUED OR RENEWED BY THE APPLICABLE INSURANCE REGULATORY AUTHORITY UPON THE EXPIRATION THEREOF FOLLOWING APPLICATION FOR SUCH REISSUANCE OR RENEWAL OF SUCH PERSON, OR (B) ANY APPLICABLE INSURANCE REGULATORY AUTHORITY SHALL ISSUE ANY ORDER OF CONSERVATION OR SEIZURE, HOWEVER DENOMINATED, RELATING TO THE BORROWER OR ANY MATERIAL INSURANCE SUBSIDIARY OR SHALL TAKE ANY OTHER ACTION TO EXERCISE CONTROL (I) OVER THE

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BORROWER OR ANY MATERIAL INSURANCE SUBSIDIARY OR (II) OVER ANY ASSETS OF THE BORROWER OR ANY MATERIAL INSURANCE SUBSIDIARY; WHICH, IN THE CASE OF EACH OF CLAUSES (A) AND (B) ABOVE, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

(ff)    CHANGE OF CONTROL. THERE OCCURS ANY CHANGE OF CONTROL.

8.02Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(r)    DECLARE THE UNPAID PRINCIPAL AMOUNT OF ALL OUTSTANDING LOANS, ALL INTEREST ACCRUED AND UNPAID THEREON, AND ALL OTHER AMOUNTS OWING OR PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO BE IMMEDIATELY DUE AND PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE BORROWER;

(s)    EXERCISE ON BEHALF OF ITSELF AND THE LENDERS ALL RIGHTS AND REMEDIES AVAILABLE TO IT AND THE LENDERS UNDER THE LOAN DOCUMENTS; AND

(t)    REQUIRE THAT THE BORROWER CASH COLLATERALIZE THE L/C OBLIGATIONS (IN AN AMOUNT EQUAL TO THE MINIMUM COLLATERAL AMOUNT WITH RESPECT THERETO); AND

(u)    EXERCISE ON BEHALF OF ITSELF, THE LENDERS AND THE L/C ISSUER ALL RIGHTS AND REMEDIES AVAILABLE TO IT, THE LENDERS AND THE L/C ISSUER UNDER THE LOAN DOCUMENTS;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

8.03Application of Funds. After the exercise of remedies provided for in Section 8.02, any amounts received on account of the Obligations (including proceeds of Collateral) shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them;

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Last, the balance, if any, after all of the Obligations (other than Unmatured Surviving Obligations) have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE IX.
ADMINISTRATIVE AGENT

9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than the rights of the Borrower contained in Section 9.06) are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c)    shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have

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knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

9.06Resignation of Administrative Agent.

(g)    THE ADMINISTRATIVE AGENT MAY AT ANY TIME GIVE NOTICE OF ITS RESIGNATION TO THE LENDERS, THE L/C ISSUER AND THE BORROWER. UPON RECEIPT OF ANY SUCH NOTICE OF RESIGNATION, THE REQUIRED LENDERS SHALL HAVE THE RIGHT, WITH THE CONSENT OF THE BORROWER (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED), TO APPOINT A SUCCESSOR, WHICH SHALL BE A BANK WITH AN OFFICE IN THE UNITED STATES, OR AN AFFILIATE OF ANY SUCH BANK WITH AN OFFICE IN THE UNITED STATES. IF NO SUCH SUCCESSOR SHALL HAVE BEEN SO APPOINTED BY THE REQUIRED LENDERS, BEEN CONSENTED TO BY THE BORROWER AND ACCEPTED SUCH APPOINTMENT WITHIN 30 DAYS AFTER THE RETIRING ADMINISTRATIVE AGENT GIVES NOTICE OF ITS RESIGNATION (OR SUCH EARLIER DAY AS SHALL BE AGREED BY THE REQUIRED LENDERS AND THE BORROWER) (THE “RESIGNATION EFFECTIVE DATE”), THEN THE RETIRING ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) ON BEHALF OF THE LENDERS AND THE L/C ISSUER, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT MEETING THE QUALIFICATIONS SET FORTH ABOVE. WHETHER OR NOT A SUCCESSOR HAS BEEN APPOINTED, SUCH RESIGNATION SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SUCH NOTICE ON THE RESIGNATION EFFECTIVE DATE.

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(h)    IF THE PERSON SERVING AS ADMINISTRATIVE AGENT IS A DEFAULTING LENDER PURSUANT TO CLAUSE (D) OF THE DEFINITION THEREOF, THE REQUIRED LENDERS MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY NOTICE IN WRITING TO THE BORROWER AND SUCH PERSON REMOVE SUCH PERSON AS ADMINISTRATIVE AGENT AND, WITH THE CONSENT OF THE BORROWER (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED), APPOINT A SUCCESSOR. IF NO SUCH SUCCESSOR SHALL HAVE BEEN SO APPOINTED BY THE REQUIRED LENDERS, BEEN CONSENTED TO BY THE BORROWER AND SHALL HAVE ACCEPTED SUCH APPOINTMENT WITHIN 30 DAYS AFTER SUCH REMOVAL (OR SUCH EARLIER DAY AS SHALL BE AGREED BY THE REQUIRED LENDERS AND THE BORROWER) (THE “REMOVAL EFFECTIVE DATE”), THEN SUCH REMOVAL SHALL NONETHELESS BECOME EFFECTIVE IN ACCORDANCE WITH SUCH NOTICE ON THE REMOVAL EFFECTIVE DATE.

(i)    WITH EFFECT FROM THE RESIGNATION EFFECTIVE DATE OR THE REMOVAL EFFECTIVE DATE (AS APPLICABLE) (1) THE RETIRING OR REMOVED ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS (EXCEPT THAT IN THE CASE OF ANY COLLATERAL SECURITY HELD BY THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS OR THE L/C ISSUER UNDER ANY OF THE LOAN DOCUMENTS, THE RETIRING OR REMOVED ADMINISTRATIVE AGENT SHALL CONTINUE TO HOLD SUCH COLLATERAL SECURITY UNTIL SUCH TIME AS A SUCCESSOR ADMINISTRATIVE AGENT IS APPOINTED) AND (2) EXCEPT FOR ANY INDEMNITY PAYMENTS OR OTHER AMOUNTS THEN OWED TO THE RETIRING OR REMOVED ADMINISTRATIVE AGENT, ALL PAYMENTS, COMMUNICATIONS AND DETERMINATIONS PROVIDED TO BE MADE BY, TO OR THROUGH THE ADMINISTRATIVE AGENT SHALL INSTEAD BE MADE BY OR TO EACH LENDER AND THE L/C ISSUER DIRECTLY, UNTIL SUCH TIME, IF ANY, AS THE REQUIRED LENDERS APPOINT A SUCCESSOR ADMINISTRATIVE AGENT AND THE BORROWER CONSENTS TO SUCH APPOINTMENT, AS PROVIDED FOR ABOVE IN THIS SECTION. NOTWITHSTANDING ANYTHING SET FORTH IN THIS SECTION 9.06, CONSENT OF THE BORROWER SHALL NOT BE REQUIRED DURING THE EXISTENCE OF AN EVENT OF DEFAULT. UPON THE ACCEPTANCE OF A SUCCESSOR’S APPOINTMENT AS ADMINISTRATIVE AGENT HEREUNDER, SUCH SUCCESSOR SHALL SUCCEED TO AND BECOME VESTED WITH ALL OF THE RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE RETIRING (OR REMOVED) ADMINISTRATIVE AGENT (OTHER THAN AS PROVIDED IN SECTION 3.01(G) AND OTHER THAN ANY RIGHTS TO INDEMNITY PAYMENTS OR OTHER AMOUNTS OWED TO THE RETIRING OR REMOVED ADMINISTRATIVE AGENT AS OF THE RESIGNATION EFFECTIVE DATE OR THE REMOVAL EFFECTIVE DATE, AS APPLICABLE), AND THE RETIRING OR REMOVED ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ALL OF ITS DUTIES AND OBLIGATIONS HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS (IF NOT ALREADY DISCHARGED THEREFROM AS PROVIDED ABOVE IN THIS SECTION). THE FEES PAYABLE BY THE BORROWER TO A SUCCESSOR ADMINISTRATIVE AGENT SHALL BE THE SAME AS THOSE PAYABLE TO ITS PREDECESSOR UNLESS OTHERWISE AGREED BETWEEN THE BORROWER AND SUCH SUCCESSOR. AFTER THE RETIRING OR REMOVED ADMINISTRATIVE AGENT’S RESIGNATION OR REMOVAL HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, THE PROVISIONS OF THIS ARTICLE AND SECTION 10.04 SHALL CONTINUE IN EFFECT FOR THE BENEFIT OF SUCH RETIRING OR REMOVED ADMINISTRATIVE AGENT, ITS SUB‑AGENTS AND THEIR RESPECTIVE RELATED PARTIES IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM WHILE THE RETIRING OR REMOVED ADMINISTRATIVE AGENT WAS ACTING AS ADMINISTRATIVE AGENT.

(d)    Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c).  Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights,

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powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Book Manager or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(e)    TO FILE AND PROVE A CLAIM FOR THE WHOLE AMOUNT OF THE PRINCIPAL AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS, THE L/C OBLIGATIONS AND ALL OTHER OBLIGATIONS THAT ARE OWING AND UNPAID AND TO FILE SUCH OTHER DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE CLAIMS OF THE LENDERS, THE L/C ISSUER AND THE ADMINISTRATIVE AGENT (INCLUDING ANY CLAIM FOR THE REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF THE LENDERS, THE L/C ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE AGENTS AND COUNSEL AND ALL OTHER AMOUNTS DUE THE LENDERS, THE L/C ISSUER AND THE ADMINISTRATIVE AGENT UNDER SECTIONS 2.03(H) AND (I), 2.08 AND 10.04) ALLOWED IN SUCH JUDICIAL PROCEEDING; AND

(f)    TO COLLECT AND RECEIVE ANY MONIES OR OTHER PROPERTY PAYABLE OR DELIVERABLE ON ANY SUCH CLAIMS AND TO DISTRIBUTE THE SAME;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

ARTICLE X.
MISCELLANEOUS

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10.01Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(e)    WAIVE ANY CONDITION SET FORTH IN SECTION 4.01(A) WITHOUT THE WRITTEN CONSENT OF EACH LENDER;

(f)    EXTEND OR INCREASE THE COMMITMENT OF ANY LENDER (OR REINSTATE ANY COMMITMENT TERMINATED PURSUANT TO SECTION 8.02) WITHOUT THE WRITTEN CONSENT OF SUCH LENDER;

(g)    POSTPONE ANY DATE FIXED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT FOR ANY PAYMENT OF PRINCIPAL, INTEREST, FEES OR OTHER AMOUNTS DUE TO ANY LENDER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE WRITTEN CONSENT OF SUCH LENDER;

(h)    REDUCE THE PRINCIPAL OF, OR THE RATE OF INTEREST SPECIFIED HEREIN ON, ANY LOAN OR L/C BORROWING, OR (SUBJECT TO CLAUSE (IV) OF THE SECOND PROVISO TO THIS SECTION 10.01) ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY; PROVIDED, HOWEVER, THAT ONLY THE CONSENT OF THE REQUIRED LENDERS SHALL BE NECESSARY (I) TO AMEND THE DEFINITION OF “DEFAULT RATE” OR TO WAIVE ANY OBLIGATION OF THE BORROWER TO PAY INTEREST OR LETTER OF CREDIT FEES AT THE DEFAULT RATE OR (II) TO AMEND ANY FINANCIAL COVENANT HEREUNDER (OR ANY DEFINED TERM USED THEREIN) EVEN IF THE EFFECT OF SUCH AMENDMENT WOULD BE TO REDUCE THE RATE OF INTEREST ON ANY LOAN OR L/C BORROWING OR TO REDUCE ANY FEE PAYABLE HEREUNDER;

(i)    CHANGE SECTION 8.03 IN A MANNER THAT WOULD ALTER THE PRO RATA SHARING OF PAYMENTS REQUIRED THEREBY WITHOUT THE WRITTEN CONSENT OF EACH LENDER; OR

(j)    CHANGE ANY PROVISION OF THIS SECTION OR THE DEFINITION OF “REQUIRED LENDERS” OR ANY OTHER PROVISION HEREOF SPECIFYING THE NUMBER OR PERCENTAGE OF LENDERS REQUIRED TO AMEND, WAIVE OR OTHERWISE MODIFY ANY RIGHTS HEREUNDER OR MAKE ANY DETERMINATION OR GRANT ANY CONSENT HEREUNDER, WITHOUT THE WRITTEN CONSENT OF EACH LENDER;

and, providedfurther, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

10.02Notices; Effectiveness; Electronic Communication.

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(k)    NOTICES GENERALLY. EXCEPT IN THE CASE OF NOTICES AND OTHER COMMUNICATIONS EXPRESSLY PERMITTED TO BE GIVEN BY TELEPHONE (AND EXCEPT AS PROVIDED IN SUBSECTION (B) BELOW), ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR HEREIN SHALL BE IN WRITING AND SHALL BE DELIVERED BY HAND OR OVERNIGHT COURIER SERVICE, MAILED BY CERTIFIED OR REGISTERED MAIL OR SENT BY FACSIMILE AS FOLLOWS, AND ALL NOTICES AND OTHER COMMUNICATIONS EXPRESSLY PERMITTED HEREUNDER TO BE GIVEN BY TELEPHONE SHALL BE MADE TO THE APPLICABLE TELEPHONE NUMBER, AS FOLLOWS:

(i)    IF TO THE BORROWER, THE L/C ISSUER OR THE ADMINISTRATIVE AGENT, TO THE ADDRESS, FACSIMILE NUMBER, ELECTRONIC MAIL ADDRESS OR TELEPHONE NUMBER SPECIFIED FOR SUCH PERSON ON SCHEDULE 10.02; AND

(ii)    IF TO ANY OTHER LENDER, TO THE ADDRESS, FACSIMILE NUMBER, ELECTRONIC MAIL ADDRESS OR TELEPHONE NUMBER SPECIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE (INCLUDING, AS APPROPRIATE, NOTICES DELIVERED SOLELY TO THE PERSON DESIGNATED BY A LENDER ON ITS ADMINISTRATIVE QUESTIONNAIRE THEN IN EFFECT FOR THE DELIVERY OF NOTICES THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION RELATING TO THE BORROWER).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(l)    ELECTRONIC COMMUNICATIONS. NOTICES AND OTHER COMMUNICATIONS TO THE LENDERS AND THE L/C ISSUER HEREUNDER MAY BE DELIVERED OR FURNISHED BY ELECTRONIC COMMUNICATION (INCLUDING E-MAIL AND INTERNET OR INTRANET WEBSITES) PURSUANT TO PROCEDURES REASONABLY APPROVED BY THE ADMINISTRATIVE AGENT, PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO NOTICES TO ANY LENDER OR THE L/C ISSUER PURSUANT TO ARTICLE II IF SUCH LENDER OR THE L/C ISSUER, AS APPLICABLE, HAS NOTIFIED THE ADMINISTRATIVE AGENT THAT IT IS INCAPABLE OF RECEIVING NOTICES UNDER SUCH ARTICLE BY ELECTRONIC COMMUNICATION. THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR THE BORROWER MAY, IN ITS DISCRETION, AGREE TO ACCEPT NOTICES AND OTHER COMMUNICATIONS TO IT HEREUNDER BY ELECTRONIC COMMUNICATIONS PURSUANT TO PROCEDURES APPROVED BY IT, PROVIDED THAT APPROVAL OF SUCH PROCEDURES MAY BE LIMITED TO PARTICULAR NOTICES OR COMMUNICATIONS.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(m)    THE PLATFORM. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY

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DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES (COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER, THE L/C ISSUER OR ANY OTHER PERSON FOR LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF BORROWER MATERIALS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AGENT PARTY HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

(n)    CHANGE OF ADDRESS, ETC. EACH OF THE BORROWER, THE L/C ISSUER AND THE ADMINISTRATIVE AGENT MAY CHANGE ITS ADDRESS, FACSIMILE OR TELEPHONE NUMBER FOR NOTICES AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE OTHER PARTIES HERETO. EACH OTHER LENDER MAY CHANGE ITS ADDRESS, FACSIMILE OR TELEPHONE NUMBER FOR NOTICES AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE BORROWER, THE L/C ISSUER AND THE ADMINISTRATIVE AGENT. IN ADDITION, EACH LENDER AGREES TO NOTIFY THE ADMINISTRATIVE AGENT FROM TIME TO TIME TO ENSURE THAT THE ADMINISTRATIVE AGENT HAS ON RECORD (I) AN EFFECTIVE ADDRESS, CONTACT NAME, TELEPHONE NUMBER, FACSIMILE NUMBER AND ELECTRONIC MAIL ADDRESS TO WHICH NOTICES AND OTHER COMMUNICATIONS MAY BE SENT AND (II) ACCURATE WIRE INSTRUCTIONS FOR SUCH LENDER. FURTHERMORE, EACH PUBLIC LENDER AGREES TO CAUSE AT LEAST ONE INDIVIDUAL AT OR ON BEHALF OF SUCH PUBLIC LENDER TO AT ALL TIMES HAVE SELECTED THE “PRIVATE SIDE INFORMATION” OR SIMILAR DESIGNATION ON THE CONTENT DECLARATION SCREEN OF THE PLATFORM IN ORDER TO ENABLE SUCH PUBLIC LENDER OR ITS DELEGATE, IN ACCORDANCE WITH SUCH PUBLIC LENDER’S COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING UNITED STATES FEDERAL AND STATE SECURITIES LAWS, TO MAKE REFERENCE TO BORROWER MATERIALS THAT ARE NOT MADE AVAILABLE THROUGH THE “PUBLIC SIDE INFORMATION” PORTION OF THE PLATFORM AND THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE BORROWER OR ITS SECURITIES FOR PURPOSES OF UNITED STATES FEDERAL OR STATE SECURITIES LAWS.

(o)    RELIANCE BY ADMINISTRATIVE AGENT AND LENDERS. THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS SHALL BE ENTITLED TO RELY AND ACT UPON ANY NOTICES (INCLUDING TELEPHONIC OR ELECTRONIC LOAN NOTICES AND LETTER OF CREDIT APPLICATIONS) PURPORTEDLY GIVEN BY OR ON BEHALF OF THE BORROWER EVEN IF (I) SUCH NOTICES WERE NOT MADE IN A MANNER SPECIFIED HEREIN, WERE INCOMPLETE OR WERE NOT PRECEDED OR FOLLOWED BY ANY OTHER FORM OF NOTICE SPECIFIED HEREIN, OR (II) THE TERMS THEREOF, AS UNDERSTOOD BY THE RECIPIENT, VARIED FROM ANY CONFIRMATION THEREOF. THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE L/C ISSUER, EACH LENDER AND THE RELATED PARTIES OF EACH OF THEM FROM ALL LOSSES, COSTS, EXPENSES AND LIABILITIES RESULTING FROM THE RELIANCE BY SUCH PERSON ON EACH NOTICE PURPORTEDLY GIVEN BY OR ON BEHALF OF THE BORROWER OTHER THAN ANY SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES THAT ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF ANY OF THEM. ALL

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TELEPHONIC NOTICES TO AND OTHER TELEPHONIC COMMUNICATIONS WITH THE ADMINISTRATIVE AGENT MAY BE RECORDED BY THE ADMINISTRATIVE AGENT, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO SUCH RECORDING.

10.03No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.11), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04Expenses; Indemnity; Damage Waiver.

(b)    COSTS AND EXPENSES. THE BORROWER SHALL PAY (I) ALL REASONABLE OUT‑OF‑POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT AND ITS AFFILIATES (INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE AGENT), IN CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN, THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY AND ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE PROVISIONS HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED), (II) ALL REASONABLE OUT‑OF‑POCKET EXPENSES INCURRED BY THE L/C ISSUER IN CONNECTION WITH THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR ANY DEMAND FOR PAYMENT THEREUNDER AND (III) ALL REASONABLE OUT‑OF‑POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER (INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER), AND SHALL PAY ALL REASONABLE FEES AND TIME CHARGES FOR ATTORNEYS WHO MAY BE EMPLOYEES OF THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER, IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS (A) IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING ITS RIGHTS UNDER THIS SECTION, OR (B) IN CONNECTION WITH THE LOANS MADE OR LETTERS OF CREDIT ISSUED HEREUNDER, INCLUDING ALL SUCH OUT‑OF‑POCKET REASONABLE EXPENSES INCURRED DURING ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT OF SUCH LOANS OR LETTERS OF CREDIT.

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(c)    INDEMNIFICATION BY THE BORROWER. THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), THE ARRANGER, EACH LENDER AND THE L/C ISSUER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), AND SHALL INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE FROM ALL FEES AND TIME CHARGES AND DISBURSEMENTS FOR ATTORNEYS WHO MAY BE EMPLOYEES OF ANY INDEMNITEE, INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON (INCLUDING THE BORROWER) OTHER THAN SUCH INDEMNITEE AND ITS RELATED PARTIES ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THE CASE OF THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND ITS RELATED PARTIES ONLY, THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING IN RESPECT OF ANY MATTERS ADDRESSED IN SECTION 3.01), (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE L/C ISSUER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY THE BORROWER, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES (X) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (Y) RESULT FROM A CLAIM BROUGHT BY THE BORROWER AGAINST AN INDEMNITEE FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE’S OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, IF THE BORROWER HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. WITHOUT LIMITING THE PROVISIONS OF SECTION 3.01(C), THIS SECTION 10.04(B) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM.

(d)    REIMBURSEMENT BY LENDERS. TO THE EXTENT THAT THE BORROWER FOR ANY REASON FAILS TO INDEFEASIBLY PAY ANY AMOUNT REQUIRED UNDER SUBSECTION (A) OR (B) OF THIS SECTION TO BE PAID BY IT TO THE ADMINISTRATIVE AGENT (OR ANY SUB-AGENT THEREOF), THE L/C ISSUER OR ANY RELATED PARTY OF ANY OF THE FOREGOING, EACH LENDER SEVERALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT), THE L/C ISSUER OR SUCH RELATED PARTY, AS THE CASE MAY BE, SUCH LENDER’S PRO RATA SHARE (DETERMINED AS OF THE TIME THAT THE APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT BASED ON EACH LENDER’S SHARE OF THE TOTAL CREDIT EXPOSURE AT SUCH TIME) OF SUCH UNPAID AMOUNT (INCLUDING ANY SUCH UNPAID AMOUNT IN RESPECT OF A CLAIM ASSERTED BY SUCH LENDER), SUCH PAYMENT TO BE MADE SEVERALLY AMONG THEM BASED ON SUCH LENDERS’ APPLICABLE PERCENTAGE (DETERMINED AS OF THE

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TIME THAT THE APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT), PROVIDED, FURTHER THAT, THE UNREIMBURSED EXPENSE OR INDEMNIFIED LOSS, CLAIM, DAMAGE, LIABILITY OR RELATED EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT), THE L/C ISSUER IN ITS CAPACITY AS SUCH, OR AGAINST ANY RELATED PARTY OF ANY OF THE FOREGOING ACTING FOR THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT) OR THE L/C ISSUER IN CONNECTION WITH SUCH CAPACITY. THE OBLIGATIONS OF THE LENDERS UNDER THIS SUBSECTION (C) ARE SUBJECT TO THE PROVISIONS OF SECTION 2.11(D).

(e)    WAIVER OF CONSEQUENTIAL DAMAGES, ETC. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER SHALL NOT ASSERT, AND HEREBY WAIVES ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF. NO INDEMNITEE REFERRED TO IN SUBSECTION (B) ABOVE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED TO SUCH UNINTENDED RECIPIENTS BY SUCH INDEMNITEE THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OTHER THAN FOR DIRECT OR ACTUAL DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE AS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION.

(f)    PAYMENTS. ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE NOT LATER THAN TEN BUSINESS DAYS AFTER DEMAND THEREFOR.

(g)    SURVIVAL. THE AGREEMENTS IN THIS SECTION AND THE INDEMNITY PROVISIONS OF SECTION 10.02(E) SHALL SURVIVE THE RESIGNATION OF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER, THE REPLACEMENT OF ANY LENDER, THE TERMINATION OF THE AGGREGATE COMMITMENTS AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL THE OTHER OBLIGATIONS.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06Successors and Assigns.

(e)    SUCCESSORS AND ASSIGNS GENERALLY. ANY LENDER MAY AT ANY TIME ASSIGN TO ONE OR MORE ASSIGNEES ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE LOANS

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(INCLUDING FOR PURPOSES OF THIS SUBSECTION (B), PARTICIPATIONS IN L/C OBLIGATIONS) AT THE TIME OWING TO IT); PROVIDED THAT ANY SUCH ASSIGNMENT SHALL BE SUBJECT TO THE FOLLOWING CONDITIONS:

(i)    MINIMUM AMOUNTS.

(A)    IN THE CASE OF AN ASSIGNMENT OF THE ENTIRE REMAINING AMOUNT OF THE ASSIGNING LENDER’S COMMITMENT AND/OR THE LOANS AT THE TIME OWING TO IT OR CONTEMPORANEOUS ASSIGNMENTS TO RELATED APPROVED FUNDS THAT EQUAL AT LEAST THE AMOUNT SPECIFIED IN PARAGRAPH (B)(I)(B) OF THIS SECTION IN THE AGGREGATE OR IN THE CASE OF AN ASSIGNMENT TO A LENDER, AN AFFILIATE OF A LENDER OR AN APPROVED FUND, NO MINIMUM AMOUNT NEED BE ASSIGNED; AND

(B)    IN ANY CASE NOT DESCRIBED IN SUBSECTION (A)(I)(A) OF THIS SECTION, THE AGGREGATE AMOUNT OF THE COMMITMENT (WHICH FOR THIS PURPOSE INCLUDES LOANS OUTSTANDING THEREUNDER) OR, IF THE COMMITMENT IS NOT THEN IN EFFECT, THE PRINCIPAL OUTSTANDING BALANCE OF THE LOANS OF THE ASSIGNING LENDER SUBJECT TO EACH SUCH ASSIGNMENT, DETERMINED AS OF THE DATE THE ASSIGNMENT AND ASSUMPTION WITH RESPECT TO SUCH ASSIGNMENT IS DELIVERED TO THE ADMINISTRATIVE AGENT OR, IF “TRADE DATE” IS SPECIFIED IN THE ASSIGNMENT AND ASSUMPTION, AS OF THE TRADE DATE, SHALL NOT BE LESS THAN $5,000,000 UNLESS EACH OF THE ADMINISTRATIVE AGENT AND, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWER OTHERWISE CONSENTS (EACH SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED).

(ii)    PROPORTIONATE AMOUNTS. EACH PARTIAL ASSIGNMENT SHALL BE MADE AS AN ASSIGNMENT OF A PROPORTIONATE PART OF ALL THE ASSIGNING LENDER’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO THE LOANS OR THE COMMITMENT ASSIGNED.

(iii)    REQUIRED CONSENTS. NO CONSENT SHALL BE REQUIRED FOR ANY ASSIGNMENT EXCEPT TO THE EXTENT REQUIRED BY SUBSECTION (A)(I)(B) OF THIS SECTION AND, IN ADDITION:

(A)    THE CONSENT OF THE BORROWER (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED) SHALL BE REQUIRED UNLESS (1) AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME OF SUCH ASSIGNMENT OR (2) SUCH ASSIGNMENT IS TO A LENDER, AN AFFILIATE OF A LENDER OR AN APPROVED FUND; PROVIDED THAT THE BORROWER SHALL BE DEEMED TO HAVE CONSENTED TO ANY SUCH ASSIGNMENT UNLESS IT SHALL OBJECT THERETO BY WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT WITHIN TEN (10) BUSINESS DAYS AFTER HAVING RECEIVED NOTICE THEREOF;

(B)    THE CONSENT OF THE ADMINISTRATIVE AGENT (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED) SHALL BE REQUIRED IF SUCH ASSIGNMENT IS TO A PERSON THAT IS NOT A LENDER, AN AFFILIATE OF SUCH LENDER OR AN APPROVED FUND WITH RESPECT TO SUCH LENDER; AND

(C)    THE CONSENT OF THE L/C ISSUER SHALL BE REQUIRED FOR ANY ASSIGNMENT TO SOMEONE OTHER THAN A LENDER.

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(iv)    ASSIGNMENT AND ASSUMPTION. THE PARTIES TO EACH ASSIGNMENT SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ASSUMPTION, TOGETHER WITH A PROCESSING AND RECORDATION FEE IN THE AMOUNT OF $3,500; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT MAY, IN ITS SOLE DISCRETION, ELECT TO WAIVE SUCH PROCESSING AND RECORDATION FEE IN THE CASE OF ANY ASSIGNMENT. THE ASSIGNEE, IF IT IS NOT A LENDER, SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN ADMINISTRATIVE QUESTIONNAIRE.

(v)    NO ASSIGNMENT TO CERTAIN PERSONS. NO SUCH ASSIGNMENT SHALL BE MADE (A) TO THE BORROWER OR ANY OF THE BORROWER’S SUBSIDIARIES, (B) TO ANY DEFAULTING LENDER OR ANY OF ITS SUBSIDIARIES, OR ANY PERSON WHO, UPON BECOMING A LENDER HEREUNDER, WOULD CONSTITUTE ANY OF THE FOREGOING PERSONS DESCRIBED IN THIS CLAUSE (B), OR (C) TO A NATURAL PERSON.

(vi)    CERTAIN ADDITIONAL PAYMENTS. IN CONNECTION WITH ANY ASSIGNMENT OF RIGHTS AND OBLIGATIONS OF ANY DEFAULTING LENDER HEREUNDER, NO SUCH ASSIGNMENT SHALL BE EFFECTIVE UNLESS AND UNTIL, IN ADDITION TO THE OTHER CONDITIONS THERETO SET FORTH HEREIN, THE PARTIES TO THE ASSIGNMENT SHALL MAKE SUCH ADDITIONAL PAYMENTS TO THE ADMINISTRATIVE AGENT IN AN AGGREGATE AMOUNT SUFFICIENT, UPON DISTRIBUTION THEREOF AS APPROPRIATE (WHICH MAY BE OUTRIGHT PAYMENT, PURCHASES BY THE ASSIGNEE OF PARTICIPATIONS OR SUBPARTICIPATIONS, OR OTHER COMPENSATING ACTIONS, INCLUDING FUNDING, WITH THE CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT, THE APPLICABLE PRO RATA SHARE OF LOANS PREVIOUSLY REQUESTED BUT NOT FUNDED BY THE DEFAULTING LENDER, TO EACH OF WHICH THE APPLICABLE ASSIGNEE AND ASSIGNOR HEREBY IRREVOCABLY CONSENT), TO (X) PAY AND SATISFY IN FULL ALL PAYMENT LIABILITIES THEN OWED BY SUCH DEFAULTING LENDER TO THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR ANY LENDER HEREUNDER (AND INTEREST ACCRUED THEREON) AND (Y) ACQUIRE (AND FUND AS APPROPRIATE) ITS FULL PRO RATA SHARE OF ALL LOANS AND PARTICIPATIONS IN LETTERS OF CREDIT IN ACCORDANCE WITH ITS APPLICABLE PERCENTAGE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT ANY ASSIGNMENT OF RIGHTS AND OBLIGATIONS OF ANY DEFAULTING LENDER HEREUNDER SHALL BECOME EFFECTIVE UNDER APPLICABLE LAW WITHOUT COMPLIANCE WITH THE PROVISIONS OF THIS PARAGRAPH, THEN THE ASSIGNEE OF SUCH INTEREST SHALL BE DEEMED TO BE A DEFAULTING LENDER FOR ALL PURPOSES OF THIS AGREEMENT UNTIL SUCH COMPLIANCE OCCURS.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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(f)    REGISTER. THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT OF THE BORROWER (AND SUCH AGENCY BEING SOLELY FOR TAX PURPOSES), SHALL MAINTAIN AT THE ADMINISTRATIVE AGENT’S OFFICE A COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT (OR THE EQUIVALENT THEREOF IN ELECTRONIC FORM) AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF, AND PRINCIPAL AMOUNTS (AND STATED INTEREST) OF THE LOANS AND L/C OBLIGATIONS OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE “REGISTER”). THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR, AND THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT. THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.

(g)    PARTICIPATIONS. ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF, OR NOTICE TO, THE BORROWER OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN A NATURAL PERSON, A DEFAULTING LENDER OR THE BORROWER OR ANY OF THE BORROWER’S AFFILIATES OR SUBSIDIARIES) (EACH, A “PARTICIPANT”) IN ALL OR A PORTION OF SUCH LENDER’S RIGHTS AND/OR OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND/OR THE LOANS (INCLUDING SUCH LENDER’S PARTICIPATIONS IN L/C OBLIGATIONS) OWING TO IT); PROVIDED THAT (I) SUCH LENDER’S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS AND (III) THE BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, EACH LENDER SHALL BE RESPONSIBLE FOR THE INDEMNITY UNDER SECTION 10.04(C) WITHOUT REGARD TO THE EXISTENCE OF ANY PARTICIPATION.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05(subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation, the Borrower, and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (a) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08as though it were a Lender; provided that such Participant agrees to be subject to Section 2.12as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the

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United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(h)    CERTAIN PLEDGES. ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT (INCLUDING UNDER ITS NOTE, IF ANY) TO SECURE OBLIGATIONS OF SUCH LENDER, INCLUDING ANY PLEDGE OR ASSIGNMENT TO SECURE OBLIGATIONS TO A FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH PLEDGE OR ASSIGNMENT SHALL RELEASE SUCH LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.

(i)    RESIGNATION AS L/C ISSUER AFTER ASSIGNMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF AT ANY TIME BANK OF AMERICA ASSIGNS ALL OF ITS COMMITMENT AND LOANS PURSUANT TO SUBSECTION (B) ABOVE, BANK OF AMERICA MAY, UPON 30 DAYS’ NOTICE TO THE BORROWER AND THE LENDERS, RESIGN AS L/C ISSUER. IN THE EVENT OF ANY SUCH RESIGNATION AS L/C ISSUER, THE BORROWER SHALL BE ENTITLED TO APPOINT FROM AMONG THE LENDERS A SUCCESSOR L/C ISSUER HEREUNDER; PROVIDED, HOWEVER, THAT NO FAILURE BY THE BORROWER TO APPOINT ANY SUCH SUCCESSOR SHALL AFFECT THE RESIGNATION OF BANK OF AMERICA AS L/C ISSUER. IF BANK OF AMERICA RESIGNS AS L/C ISSUER, IT SHALL RETAIN ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE L/C ISSUER HEREUNDER WITH RESPECT TO ALL LETTERS OF CREDIT OUTSTANDING AS OF THE EFFECTIVE DATE OF ITS RESIGNATION AS L/C ISSUER AND ALL L/C OBLIGATIONS WITH RESPECT THERETO (INCLUDING THE RIGHT TO REQUIRE THE LENDERS TO MAKE BASE RATE LOANS OR FUND RISK PARTICIPATIONS IN UNREIMBURSED AMOUNTS PURSUANT TO SECTION 2.03(C)). UPON THE APPOINTMENT OF A SUCCESSOR L/C ISSUER, (A) SUCH SUCCESSOR SHALL SUCCEED TO AND BECOME VESTED WITH ALL OF THE RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE RETIRING L/C ISSUER, AND (B) THE SUCCESSOR L/C ISSUER SHALL ISSUE LETTERS OF CREDIT IN SUBSTITUTION FOR THE LETTERS OF CREDIT, IF ANY, OUTSTANDING AT THE TIME OF SUCH SUCCESSION OR MAKE OTHER ARRANGEMENTS SATISFACTORY TO BANK OF AMERICA TO EFFECTIVELY ASSUME THE OBLIGATIONS OF BANK OF AMERICA WITH RESPECT TO SUCH LETTERS OF CREDIT

10.07Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the NAIC), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; provided that the Person who is required to make such disclosure pursuant to a subpoena or similar legal process shall, to the extent reasonably practical, provide notice thereof to the Borrower and an opportunity to challenge such subpoena or legal process, as applicable; provided, further, that such Person shall not be liable for failure to provide such notice, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facility provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of

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CUSIP numbers or other market identifiers with respect to the credit facility provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower and its Subsidiaries, unless the Administrative Agent, the L/C Issuer any Lender or any of their respective Affiliates obtains such information with knowledge that the source is violating a confidentiality agreement with the Borrower and its Subsidiaries.

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is deemed confidential unless marked non- confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

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10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13 Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) any Lender gives a notice pursuant to Section 3.02, (iii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 or (iv) any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)    THE BORROWER SHALL HAVE PAID OR CAUSED TO BE PAID TO THE ADMINISTRATIVE AGENT THE ASSIGNMENT FEE (IF ANY) SPECIFIED IN SECTION 10.06(A);

(b)    SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS AND L/C ADVANCES, ACCRUED INTEREST THEREON, ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS (INCLUDING ANY AMOUNTS UNDER SECTION 3.05) FROM THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE BORROWER (IN THE CASE OF ALL OTHER AMOUNTS);

(c)    IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 3.04 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 3.01, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS THEREAFTER;

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(d)    SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAWS; AND

(e)    IN THE CASE OF AN ASSIGNMENT RESULTING FROM A LENDER BECOMING A NON-CONSENTING LENDER, THE APPLICABLE ASSIGNEE SHALL HAVE CONSENTED TO THE APPLICABLE AMENDMENT, WAIVER OR CONSENT.

A LENDER SHALL NOT BE REQUIRED TO MAKE ANY SUCH ASSIGNMENT OR DELEGATION IF, PRIOR THERETO, AS A RESULT OF A WAIVER BY SUCH LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING THE BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.

10.14Governing Law; Jurisdiction; Etc.

(a)    THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)    SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)    WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)    SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING

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IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 California Proceedings. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) without limiting the generality of Section 10.04, the Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

10.17 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B)the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower or any of its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.18Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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10.19 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

10.20Time of the Essence. Time is of the essence of the Loan Documents.

10.21Entire Agreement. This Agreement and the other Loan Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

MERCURY GENERAL CORPORATION

By: /s/ THEODORE STALICK                            

Name: Theodore Stalick                               

Title: Vice President and Chief Financial Officer     

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BANK OF AMERICA, N.A., as

Administrative Agent and L/C Issuer

By: /s/ BANSREE M. PARIKH                            

Name: Bansree M. Parikh                               

Title: Senior Vice President                           

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BANK OF AMERICA, N.A., as a Lender

By: /s/ BANSREE M. PARIKH                            

Name: Bansree M. Parikh                               

Title: Senior Vice President                           

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UNION BANK, N.A., as a Lender

By: /s/ KELLY WU                                      

Name: Kelly Wu                                       

Title: Senior Vice President Manager                 

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SCHEDULE 2.01

APPLICABLE PERCENTAGES

Lender	Commitment	Applicable Percentage
Bank of America, N.A.	$125,000,000	62.500000000%
Union Bank, N.A.	$75,000,000	37.500000000%
Total	$200,000,000	100.000000000%

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SCHEDULE 5.13

SUBSIDIARIES AND

OTHER EQUITY INVESTMENTS

Part (a).    Subsidiaries

Entity Name	Outstanding Equity Interests and Ownership	Type of Subsidiary
MCC	Borrower - 100%	Material Insurance Subsidiary
Mercury Insurance Company	MCC - 100%	Material Insurance Subsidiary
California Automobile Insurance Company	Borrower - 100%	Insurance Subsidiary
Mercury Insurance Company of Illinois	Borrower - 100%	Insurance Subsidiary
Mercury Insurance Company of Georgia	California Automobile Insurance Company - 100%	Insurance Subsidiary
Mercury Indemnity Company of Georgia	Borrower - 100%	Insurance Subsidiary
Mercury National Insurance Company	Mercury Insurance Company of Illinois - 100%	Insurance Subsidiary
American Mercury Insurance Company	Borrower - 100%	Insurance Subsidiary
American Mercury Lloyds Insurance Company	Mercury Select Management Company, Inc. is attorney-in-fact	Insurance Subsidiary
Mercury Insurance Company of Florida	Borrower - 100%	Insurance Subsidiary
Mercury Indemnity Company of America	Borrower - 100%	Insurance Subsidiary
California General Underwriters Insurance Company	MCC - 100%	Insurance Subsidiary

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Entity Name	Outstanding Equity Interests and Ownership	Type of Subsidiary
Mercury County Mutual Insurance Company	Mercury Insurance Services, LLC manages and controls through a management agreement	Insurance Subsidiary
Mercury Select Management Company, Inc.	American Mercury Insurance Company - 100%
AIS Management, LLC	MCC - 100%
Auto Insurance Specialists, LLC	AIS Management, LLC - 100%
Poliseek AIS Insurance Solutions, Inc.	AIS Management, LLC - 100%
Mercury Insurance Services, LLC	MCC - 100%

Part (b).    Other Equity Investments.

None.

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SCHEDULE 7.02

INVESTMENTS

1. 10% Surplus Debenture Note in Mercury County Mutual Insurance Company maturing on December 31, 2020 in the amount of $4,125,000

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SCHEDULE 11.02

ADMINISTRATIVE AGENT’S OFFICE;
CERTAIN ADDRESSES FOR NOTICES

BORROWER:

MERCURY GENERAL CORPORATION

4484 Wilshire Blvd.
Los Angeles, CA 90010

Attention: Ted Stalick
Chief Financial Officer

Telephone: (323) 937-1060

Facsimile: (323) 857-4923

Electronic Mail: tstalick@mercuryinsurance.com

Website Address: www.mercuryinsurance.com

U.S. Taxpayer Identification Number: 95-2211612

ADMINISTRATIVE AGENT:

Administrative Agent’s Office

(for payments and Requests for Loans):

Bank of America, N.A.

Street Address: 901Main Street

Mail Code: TX1-492-14-11

Dallas, TX 75202

Attention: Mary Porter

Telephone: 972-338-3808

Facsimile: 214-290-9674

Electronic Mail: mary.h.porter@baml.com

Account No.: 001292000883

Ref: General Corporation

ABA# 026009593

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Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

1455 Market Street

Mail Code: CA5-701-05-19

San Francisco, CA 94103-1399

Attention: Aamir Saleem

Telephone: 415-43.6-2769

Facsimile: 415-503-5089

Electronic Mail: aamir.saleem@baml.com

LENDER:

BANK OF AMERICA, N.A.

333 S. Hope St., 13^th Fl.

Los Angeles, CA 90071

Attention: Bansree Parikh

Telephone: 213-621-7165

Facsimile: 213-457-8916

Electronic Mail: bansree.parikh@baml.com

LC ISSUER:

Bank of America, N.A.

Trade Operations

1000 W. Temple Street, 7^th Floor

CA9-705-07-05

Los Angeles, CA 90012-1514

Attention: Roberto Buenabad

Telephone: 213-417-9482

Facsimile: 888-277-5577

Electronic Mail: Roberto.Buenabad@baml.com

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EX-15.1

Exhibit 15.1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Mercury General Corporation:

We have reviewed the accompanying consolidated balance sheets of Mercury General Corporation and subsidiaries as of June 30, 2013, the related consolidated statements of operations and comprehensive income (loss) for the three-months and the six-months ended June 30, 2013 and 2012, and the related consolidated statements of cash flows for the six-months ended June 30, 2013 and 2012. These consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Mercury General Corporation and subsidiaries as of December 31, 2012, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 11, 2013, we expressed an unqualified opinion on those consolidated financial statements.

/S/ KPMG LLP

Los Angeles, California

July 31, 2013

EX-15.2

Exhibit 15.2

Awareness Letter of Independent Registered Public Accounting Firm

July 31, 2013

Mercury General Corporation

Los Angeles, California

Re: Registration Statement Nos. 333-62228, 333-01583 and 333-125460

With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated July 31, 2013 related to our review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Los Angeles, California

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gabriel Tirador, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mercury General Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2013	/s/ GABRIEL TIRADOR
	Gabriel Tirador, Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Theodore Stalick, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mercury General Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2013	/s/ THEODORE STALICK
	Theodore Stalick, Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Mercury General Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 31, 2013	/s/ GABRIEL TIRADOR
	Gabriel Tirador, Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Mercury General Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 31, 2013	/s/ THEODORE STALICK
	Theodore Stalick, Senior Vice President and Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Subsequent Event

6 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

On July 2, 2013, the Company entered into a $200 millionfive-year revolving credit facility with Bank of America and Union Bank of California. The interest rate on borrowings under the credit facility are based on the Company's debt to total capital ratio and range from LIBOR plus 112.5 basis points when the ratio is under 15% to LIBOR plus 162.5 basis points when the ratio is above 25%. Commitment fees for undrawn portions of the credit facility range from 12.5 basis points when the ratio is under 15% to 22.5 basis points when the ratio is above 25%. The credit facility expires on June 30, 2018. As of July 30, 2013, there have been no draws made against the credit facility.

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Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013	Jun. 30, 2012
Revenues:
Net premiums earned	$ 675,787	$ 637,247		$ 1,338,382	$ 1,273,059
Net investment income	31,674	31,673		62,849	63,159
Net realized investment (losses) gains	(67,415)	(23,759)		(23,365)	28,904
Other	2,521	2,544		4,854	5,258
Total revenues	642,567	647,705		1,382,720	1,370,380
Expenses:
Losses and loss adjustment expenses	486,906	497,251		953,966	947,167
Policy acquisition costs	126,393	117,726		250,115	235,156
Other operating expenses	54,015	51,203		112,078	104,128
Interest	212	378		526	788
Total expenses	667,526	666,558		1,316,685	1,287,239
(Loss) income before income taxes	(24,959)	(18,853)		66,035	83,141
Income tax (benefit) expense	(15,695)	(13,589)		8,838	15,049
Net (loss) income	$ (9,264)	$ (5,264)		$ 57,197	$ 68,092
Net loss per share:
Basic (in dollars per share)	$ (0.17)	$ (0.10)		$ 1.04	$ 1.24
Diluted (in dollars per share)	$ (0.17)	$ (0.10)	[1]	$ 1.04	$ 1.24
Weighted average shares outstanding:
Basic (in shares)	54,941	54,895		54,931	54,886
Diluted (in shares)	54,941	54,895	[1]	54,948	54,915
Dividends paid per share (in dollars per share)	$ 0.6125	$ 0.61		$ 1.225	$ 1.22

[1] The dilutive impact of incremental shares is excluded from loss position in accordance with U.S. generally accepted accounting principles (“GAAP”).

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Fair Value Option

6 Months Ended

Jun. 30, 2013

Fair Value Option [Abstract]

Fair Value Option

Fair Value Option

Gains and losses due to changes in fair value for items measured at fair value pursuant to application of the fair value option are included in net realized investment (losses) gains in the Company’s consolidated statements of operations, while interest and dividend income on investment holdings are recognized on an accrual basis on each measurement date and are included in net investment income in the Company’s consolidated statements of operations. The primary reasons for electing the fair value option were simplification and cost-benefit considerations as well as expansion of use of fair value measurement consistent with the long-term measurement objectives of the FASB for accounting for financial instruments.

The following table presents (losses) gainsdue to changes in fair value of investments that are measured at fair value pursuant to application of the fair value option:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(Amounts in thousands)
Fixed maturity securities	$	(59,562	)	$	9,812		$	(69,973	)	$	30,815
Equity securities	(19,003		)	(33,972		)	35,023			(5,476		)
Short-term investments	(161		)	(628		)	(309		)	(784		)
Total	$	(78,726	)	$	(24,788	)	$	(35,259	)	$	24,555

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2013

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Schedule Of Performance Vesting Restricted Stock Units Granted

Under the Company's 2005 Incentive Award Plan (the “Plan”), the Compensation Committee of the Company’s Board of Directors granted performance vesting restricted stock units to the Company’s senior management and key employees as follows:

	Grant Year
	2013	2012	2011
Three-year performance period ending December 31,	2015	2014	2013
Vesting shares, target	84,500	89,000	80,000
Vesting shares, maximum	190,125	200,250	120,000

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General (Policy)

6 Months Ended

Jun. 30, 2013

General [Abstract]

Consolidation and Basis of Presentation

Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Mercury General Corporation and its subsidiaries (referred to herein collectively as the “Company”). For the list of the Company’s subsidiaries, see Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The condensed consolidated financial statements have been prepared in conformity with GAAP, which differ in some respects from those filed in reports to insurance regulatory authorities. All intercompany transactions and balances have been eliminated.

The financial data of the Company included herein are unaudited. In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly the Company’s financial position at June 30, 2013 and the results of operations, comprehensive income (loss), and cash flows for the periods presented. These statements were prepared in accordance with the instructions for interim reporting and do not contain certain information in the annual financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. Readers are urged to review the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for more complete descriptions and discussions. Operating results and cash flows for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates require the Company to apply complex assumptions and judgments, and often the Company must make estimates about effects of matters that are inherently uncertain and will likely change in subsequent periods. The most significant assumptions in the preparation of these consolidated financial statements relate to reserves for losses and loss adjustment expenses. Actual results could differ from those estimates (See Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).

Earnings per Share

Earnings per Share

Potentially dilutive securities representing approximately 69,000 and 64,000 shares of common stock for the three months ended June 30, 2013 and 2012, respectively, and 87,000 and 63,000 shares of common stock for the six months ended June 30, 2013 and 2012, respectively, were excluded from the computation of diluted earnings per common share for these periods because their effect would have been anti-dilutive.

Deferred Policy Acquisition Costs

Deferred Policy Acquisition Costs

Deferred policy acquisition costs consist of commissions paid to outside agents, premium taxes, salaries, and certain other underwriting costs that are incremental or directly related to the successful acquisition of new and renewal insurance contracts and are amortized over the life of the related policy in proportion to premiums earned. Deferred policy acquisition costs are limited to the amount that will remain after deducting from unearned premiums and anticipated investment income, the estimated losses and loss adjustment expenses, and the servicing costs that will be incurred as premiums are earned. The Company’s deferred policy acquisition costs are further limited by excluding those costs not directly related to the successful acquisition of insurance contracts.

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Share-Based Compensation (Narrative) (Details)	6 Months Ended
	Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period of restricted stock units (in years)	3 years
Options granted prior to 2008 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option vesting term (in years)	4 years
Options granted prior to 2008 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option vesting term (in years)	5 years
Options granted subsequent to January 1, 2008 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option vesting term (in years)	4 years

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Fair Value of Financial Instruments (Estimated Fair Values Of Financial Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Investments [Member]
Assets
Investments	$ 3,176,297	$ 3,180,095
Interest Rate Swap [Member]
Liabilities
Interest rate swap agreements	0	103
Secured Notes [Member]
Liabilities
Secured notes payable	140,000	140,000
Equity Contract [Member]
Liabilities
Equity contracts	$ 331	$ 175

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Fair Value of Financial Instruments (Narrative) (Details) (Level 2 [Member], USD $)	Jun. 30, 2013
Secured Notes One [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Secured notes	$ 120,000,000
Secured Notes Two [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Secured notes	$ 20,000,000

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Derivative Financial Instruments (Schedule Of Derivative Gains And Losses In The Consolidated Statements Of Operations) (Details) (Derivatives Not Designated as Hedging Instrument [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Derivative Financial Instruments [Line Items]
Gain Recognized in Income (Loss)	$ 961	$ 515	$ 1,282	$ 1,856
Interest rate swap agreements [Member] | Other revenue [Member]
Derivative Financial Instruments [Line Items]
Gain Recognized in Income (Loss)	0	147	103	271
Equity contracts [Member] | Net realized investment (losses) gains [Member]
Derivative Financial Instruments [Line Items]
Gain Recognized in Income (Loss)	$ 961	$ 368	$ 1,179	$ 1,585

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Income Taxes (Details)	6 Months Ended
	Jun. 30, 2013
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Recognition of tax benefits threshold, likeliness of realization	50.00%

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Fair Value Measurement (Summary Of Changes In Fair Value Of Level 3 Financial Assets And Financial Liabilities Held At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Collateralized Debt Obligations [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	$ 39,723	$ 52,983	$ 42,801	$ 47,503
Realized (losses) gains included in earnings	(731)	(1,658)	377	3,822
Purchases	0	25,000	0	25,000
Sales			(4,186)
Ending Balance	38,992	76,325	38,992	76,325
The amount of total (losses) gains for the period included in earnings attributable to assets still held at June 30	(731)	(1,658)	894	3,822
Partnership Interest In Private Credit Fund [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	11,592	10,510	11,306	10,008
Realized (losses) gains included in earnings	398	520	684	1,022
Purchases		0	0	0
Ending Balance	11,990	11,030	11,990	11,030
The amount of total (losses) gains for the period included in earnings attributable to assets still held at June 30	$ 398	$ 520	$ 684	$ 1,022

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General (Details) (USD $) Share data in Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
General [Abstract]
Potentially dilutive securities (in shares)	69	64	87	63
Deferred policy acquisition cost amortization	$ 126,393,000	$ 117,726,000	$ 250,115,000	$ 235,156,000
Advertising expenses			$ 11,000,000	$ 10,000,000

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 57,197	$ 68,092
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	16,919	18,700
Net realized investment losses (gains)	23,365	(28,904)
Bond amortization, net	5,714	3,981
Excess tax benefit from exercise of stock options	(252)	(116)
Increase in premiums receivables	(10,674)	(28,639)
Change in current and deferred income taxes	(8,429)	(13,878)
Increase in deferred policy acquisition costs	(3,689)	(7,685)
Decrease in unpaid losses and loss adjustment expenses	(29,087)	(6,958)
Increase in unearned premiums	17,683	39,014
Increase in accounts payable and accrued expenses	21,671	6,343
Share-based compensation	(100)	(85)
Changes in other payables	8,020	1,611
Other, net	(1,880)	(2,095)
Net cash provided by operating activities	96,458	49,381
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed maturities available-for-sale in nature: Purchases	(430,984)	(260,626)
Fixed maturities available-for-sale in nature: Sales	117,076	56,117
Fixed maturities available-for-sale in nature: Calls or maturities	163,734	189,772
Equity securities available-for-sale in nature:
Purchases	(326,896)	(144,919)
Sales	322,250	75,024
Calls	0	923
Changes in securities payable and receivable	24,450	(3,348)
Net decrease in short-term investments	128,282	56,301
Purchase of fixed assets	(8,361)	(7,775)
Sale of fixed assets	453	1,393
Other, net	1,413	1,610
Net cash used in investing activities	(8,583)	(35,528)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to shareholders	(67,303)	(66,973)
Excess tax benefit from exercise of stock options	252	116
Proceeds from stock options exercised	1,324	2,098
Net cash used in financing activities	(65,727)	(64,759)
Net increase (decrease) in cash	22,148	(50,906)
Cash:
Beginning of the year	158,183	211,393
End of period	180,331	160,487
SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest paid	582	927
Income taxes paid	$ 17,266	$ 28,927

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Recently Issued Accounting Standards

6 Months Ended

Jun. 30, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In February 2013, the Financial Accounting Standards Board (“FASB”) issued a new standard that requires entities to disclose additional information about items reclassified out of accumulated other comprehensive income in their financial statements. Entities are required to include information about changes in accumulated other comprehensive income balances by component and additional information about significant items reclassified out of accumulated other comprehensive income in their interim reporting periods. The Company adopted the new standard which became effective for the interim period ended March 31, 2013. The adoption of the new standard did not have any impact on the Company’s consolidated financial statements.

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Fair Value Measurement

6 Months Ended

Jun. 30, 2013

Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]

Fair Value Measurement

Fair Value Measurement

The Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date using the exit price. Accordingly, when market observable data are not readily available, the Company’s own assumptions are used to reflect those that market participants would be presumed to use in pricing the asset or liability at the measurement date. Assets and liabilities recorded on the consolidated balance sheets at fair value are categorized based on the level of judgment associated with inputs used to measure their fair value and the level of market price observability, as follows:

Level 1	Unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs are other than quoted prices in active markets, which are based on the following: •     Quoted prices for similar assets or liabilities in active markets; •     Quoted prices for identical or similar assets or liabilities in non-active markets; or •     Either directly or indirectly observable inputs as of the reporting date.
Level 3	Pricing inputs are unobservable and significant to the overall fair value measurement, and the determination of fair value requires significant management judgment or estimation.

In certain cases, inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Thus, a Level 3 fair value measurement may include inputs that are observable (Level 1 or Level 2) and unobservable (Level 3). The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2, or from Level 2 to Level 3. The Company recognizes transfers between levels at either the actual date of the event or a change in circumstances that caused the transfer.

Summary of Significant Valuation Techniques for Financial Assets and Financial Liabilities

The Company’s fair value measurements are based on the market approach, which utilizes market transaction data for the same or similar instruments.

The Company obtained unadjusted fair values on approximately 98% of its portfolio from an independent pricing service. For approximately 2% of its portfolio, classified as Level 3, the Company obtained specific unadjusted broker quotes based on net fund value and, to a lesser extent, unobservable inputs from at least one knowledgeable outside security broker to determine the fair value as of June 30, 2013.

Level 1 Measurements - Fair values of financial assets and financial liabilities are obtained from an independent pricing service, and are based on unadjusted quoted prices for identical assets or liabilities in active markets. Additional pricing services and closing exchange values are used as a comparison to ensure that reasonable fair values are used in pricing the investment portfolio.

U.S. government bonds and agencies: Valued using unadjusted quoted market prices for identical assets in active markets.

Common stock: Comprised of actively traded, exchange listed U.S. and international equity securities and valued based on unadjusted quoted prices for identical assets in active markets.

Money market instruments: Valued based on unadjusted quoted prices for identical assets.

Equity contracts: Comprised of free-standing exchange listed derivatives that are actively traded and valued based on quoted prices for identical instruments in active markets.

Level 2 Measurements - Fair values of financial assets and financial liabilities are obtained from an independent pricing service or outside brokers, and are based on prices for similar assets or liabilities in active markets or valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability. Additional pricing services are used as a comparison to ensure reliable fair values are used in pricing the investment portfolio.

Municipal securities: Valued based on models or matrices using inputs such as quoted prices for identical or similar assets in active markets.

Mortgage-backed securities: Comprised of securities that are collateralized by mortgage loans and valued based on models or matrices using multiple observable inputs, such as benchmark yields, reported trades and broker/dealer quotes, for identical or similar assets in active markets. The Company had holdings of $12.4 million and $4.3 million at June 30, 2013 and December 31, 2012, respectively, in commercial mortgage-backed securities.

Corporate securities/Short-term bonds: Valued based on a multi-dimensional model using multiple observable inputs, such as benchmark yields, reported trades, broker/dealer quotes and issue spreads, for identical or similar assets in active markets.

Non-redeemable preferred stock: Valued based on observable inputs, such as underlying and common stock of same issuer and appropriate spread over a comparable U.S. Treasury security, for identical or similar assets in active markets.

Interest rate swap agreements: Valued based on models using inputs, such as interest rate yield curves, observable for substantially the full term of the contract.

Level 3 Measurements - Fair values of financial assets are based on inputs that are both unobservable and significant to the overall fair value measurement, including any items in which the evaluated prices obtained elsewhere were deemed to be of a distressed trading level.

Collateralized debt obligations/Partnership interest in a private credit fund: Valued based on underlying debt/credit instruments and the appropriate benchmark spread for similar assets in active markets; taking into consideration unobservable inputs related to liquidity assumptions.

The Company’s financial instruments at fair value are reflected in the consolidated balance sheets on a trade-date basis. Related unrealized gains or losses are recognized in net realized investment (losses) gains in the consolidated statements of operations. Fair value measurements are not adjusted for transaction costs.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

	June 30, 2013
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds and agencies	$	15,965	$	0	$	0	$	15,965
Municipal securities	0		2,143,070		0		2,143,070
Mortgage-backed securities	0		34,176		0		34,176
Corporate securities	0		249,849		0		249,849
Collateralized debt obligations	0		0		38,992		38,992
Equity securities:
Common stock:
Public utilities	107,942		0		0		107,942
Banks, trusts and insurance companies	23,603		0		0		23,603
Energy and other	358,411		0		0		358,411
Non-redeemable preferred stock	0		26,779		0		26,779
Partnership interest in a private credit fund	0		0		11,990		11,990
Short-term bonds	0		34,800		0		34,800
Money market instruments	130,720		0		0		130,720
Total assets at fair value	$	636,641	$	2,488,674	$	50,982	$	3,176,297
Liabilities
Equity contracts	$	331	$	0	$	0	$	331
Total liabilities at fair value	$	331	$	0	$	0	$	331

	December 31, 2012
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds and agencies	$	14,204	$	0	$	0	$	14,204
Municipal securities	0		2,165,095		0		2,165,095
Mortgage-backed securities	0		30,703		0		30,703
Corporate securities	0		155,551		0		155,551
Collateralized debt obligations	0		0		42,801		42,801
Equity securities:
Common stock:
Public utilities	85,106		0		0		85,106
Banks, trusts and insurance companies	22,166		0		0		22,166
Energy and other	346,809		0		0		346,809
Non-redeemable preferred stock	0		11,701		0		11,701
Partnership interest in a private credit fund	0		0		11,306		11,306
Short-term bonds	0		24,530		0		24,530
Money market instruments	270,123		0		0		270,123
Total assets at fair value	$	738,408	$	2,387,580	$	54,107	$	3,180,095
Liabilities
Equity contracts	$	175	$	0	$	0	$	175
Interest rate swap agreements	0		103		0		103
Total liabilities at fair value	$	175	$	103	$	0	$	278

The following tables present a summary of changes in fair value of Level 3 financial assets and financial liabilities held at fair value.

	Three Months Ended June 30,
	2013					2012
	Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund		Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund
	(Amounts in thousands)
Beginning Balance	$	39,723		$	11,592	$	52,983		$	10,510
Realized (losses) gains included in earnings	(731		)	398		(1,658		)	520
Purchase	0			0		25,000			0
Ending Balance	$	38,992		$	11,990	$	76,325		$	11,030
The amount of total (losses) gains for the period included in earnings attributable to assets still held at June 30	$	(731	)	$	398	$	(1,658	)	$	520

	Six Months Ended June 30,
	2013					2012
	Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund		Collateralized Debt Obligations		Partnership Interest in a Private Credit Fund
	(Amounts in thousands)
Beginning Balance	$	42,801		$	11,306	$	47,503	$	10,008
Realized gains included in earnings	377			684		3,822		1,022
Purchase	0			0		25,000		0
Sales	(4,186		)	0		0		0
Ending Balance	$	38,992		$	11,990	$	76,325	$	11,030
The amount of total gains for the period included in earnings attributable to assets still held at June 30	$	894		$	684	$	3,822	$	1,022

There were no transfers between Levels 1, 2, and 3 of the fair value hierarchy during the six months ended June 30, 2013 and 2012.

At June 30, 2013, the Company did not have any nonrecurring fair value measurements of nonfinancial assets or nonfinancial liabilities.

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2013

Financial Instruments, Owned, at Fair Value [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The financial instruments recorded in the consolidated balance sheets include investments, receivables, interest rate swap agreements, accounts payable, equity contracts, and secured notes payable. Due to their short-term maturity, the carrying values of receivables and accounts payable approximate their fair market values. The following table presents the estimated fair values of financial instruments at June 30, 2013 and December 31, 2012.

	June 30, 2013		December 31, 2012
	(Amounts in thousands)
Assets
Investments	$	3,176,297	$	3,180,095
Liabilities
Interest rate swap agreements	$	0	$	103
Equity contracts	$	331	$	175
Secured notes	$	140,000	$	140,000

Methods and assumptions used in estimating fair values are as follows:

Investments

The Company applies the fair value option to all fixed maturity and equity securities and short-term investments at the time an eligible item is first recognized. The cost of investments sold is determined on a first-in and first-out method and realized gains and losses are included in net realized investment (losses) gains. For additional disclosures regarding methods and assumptions used in estimating fair values of these securities, see Note 5.

Interest rate swap agreements

The fair value of interest rate swap agreements reflects the estimated amounts that the Company would pay at June 30, 2013 and December 31, 2012 in order to terminate the contracts based on models using inputs, such as interest rate yield curves, observable for substantially the full term of the contract. For additional disclosures regarding methods and assumptions used in estimating fair values of interest rate swap agreements, see Note 5.

Equity contracts

The fair value of equity contracts is based on quoted prices for identical instruments in active markets. For additional disclosures regarding methods and assumptions used in estimating fair values of equity contracts, see Note 5.

Secured notes payable

The fair value of the Company’s $120 million and $20 million secured notes, classified as Level 2 in the fair value hierarchy described in Note 5, is estimated based on assumptions and inputs, such as the market value of underlying collateral and reset rates, for similarly termed notes that are observable in the market.

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Subsequent Event (Details) (Subsequent Event [Member], Revolving Credit Facility [Member], Credit Facility due 2018 [Member], USD $)	0 Months Ended
	Jul. 02, 2013
Subsequent Event [Line Items]
Debt instrument, face amount	$ 200,000,000
Debt instrument, term	5 years
Debt to Total Capital Ratio, Under 15% [Member]
Subsequent Event [Line Items]
Line of credit facility, commitment fee percentage for unused portions	0.125%
Debt instrument, ratio of indebtedness to total capital	15.00%
Debt to Total Capital Ratio, Above 25% [Member]
Subsequent Event [Line Items]
Line of credit facility, commitment fee percentage for unused portions	0.225%
Debt instrument, ratio of indebtedness to total capital	25.00%
LIBOR [Member] | Debt to Total Capital Ratio, Under 15% [Member]
Subsequent Event [Line Items]
Debt instrument, description of variable rate basis	LIBOR
Debt instrument, basis spread on variable rate	1.125%
LIBOR [Member] | Debt to Total Capital Ratio, Above 25% [Member]
Subsequent Event [Line Items]
Debt instrument, description of variable rate basis	LIBOR
Debt instrument, basis spread on variable rate	1.625%

XML

Fair Value Option (Gains And Losses Due To Changes In Fair Value Of Investments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
(Losses) gains due to changes in fair value of investments	$ (78,726)	$ (24,788)	$ (35,259)	$ 24,555
Fixed maturity securities [Member]
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
(Losses) gains due to changes in fair value of investments	(59,562)	9,812	(69,973)	30,815
Equity securities [Member]
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
(Losses) gains due to changes in fair value of investments	(19,003)	(33,972)	35,023	(5,476)
Short-term investments [Member]
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items]
(Losses) gains due to changes in fair value of investments	$ (161)	$ (628)	$ (309)	$ (784)

XML

Derivative Financial Instruments (Narrative) (Details) (Interest rate swap agreements [Member], USD $)			0 Months Ended		0 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Feb. 06, 2009 Credit Facility [Member]	Mar. 03, 2008 Loans [Member]	Oct. 04, 2011 Bank Of America [Member]	Oct. 04, 2011 Union Bank [Member]
Derivative Financial Instruments [Line Items]
Secured notes			$ 120,000,000	$ 18,000,000
Fixed rate			1.93%	4.25%
Maturity date of senior notes			January 3, 2012
Loan maximum borrowing capacity					18,000,000	20,000,000
Floating rate, LIBOR plus basis points (as a percentage)					0.50%	0.40%
Loan mature date					Mar. 01, 2013	Jan. 02, 2015
Fair market value of the interest rate swap	$ 0	$ 103,000

XML

Goodwill and Other Intangible Assets (Schedule Of Estimated Future Amortization Expense Related To Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2013	$ 2,990
2014	5,980
2015	5,980
2016	5,980
2017	5,253
Thereafter	18,410
Net Carrying Amount	$ 44,593	$ 47,589

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Amortized cost on fixed maturities trading investments	$ 2,413,895	$ 2,270,903
Cost - equity security trading investments	492,573	475,959
Cost - short-term investments	$ 165,783	$ 294,607
Common Stock
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	70,000,000	70,000,000
Common stock, shares issued	54,959,000	54,922,000
Common stock, shares outstanding	54,959,000	54,922,000

XML

Share-Based Compensation

6 Months Ended

Jun. 30, 2013

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Share-Based Compensation

Share-Based Compensation

Share-based compensation expense for all share-based payment awards granted or modified is based on the estimated grant-date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is the option vesting term of four or five years for options granted prior to 2008 and four years for options granted subsequent to January 1, 2008, for only those shares expected to vest. The fair value of stock option awards is estimated using the Black-Scholes option pricing model with the grant-date assumptions and weighted-average fair values.

Under the Company's 2005 Incentive Award Plan (the “Plan”), the Compensation Committee of the Company’s Board of Directors granted performance vesting restricted stock units to the Company’s senior management and key employees as follows:

	Grant Year
	2013	2012	2011
Three-year performance period ending December 31,	2015	2014	2013
Vesting shares, target	84,500	89,000	80,000
Vesting shares, maximum	190,125	200,250	120,000

The restricted stock units vest at the end of a three-year performance period beginning with the year of the grant, and then only if, and to the extent that, the Company’s performance during the performance period achieves the threshold established by the Compensation Committee of the Company's Board of Directors. For 2011 grants, vesting will be based on the Company's cumulative underwriting income. For 2012 grants, vesting will be based on the Company's cumulative underwriting income and net premium written growth. For 2013 grants, vesting will be based on the Company's cumulative underwriting income, annual underwriting income, and net premiums written growth.

The fair value of each restricted share grant was determined based on the market price on the grant date. Compensation cost is recognized based on management’s best estimate that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any recognized compensation cost would be reversed. For the 2012 and 2011 grants, the achievement of the performance condition set by the Compensation Committee was no longer considered probable, and previously recognized compensation costs were reversed.

XML

Consolidated Statements Of Comprehensive (Loss) Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net (loss) income	$ (9,264)	$ (5,264)	$ 57,197	$ 68,092
Other comprehensive income, before tax:
Gains on hedging instrument	0	0	0	0
Other comprehensive income, before tax:	0	0	0	0
Income tax expense related to gains on hedging instrument	0	0	0	0
Other comprehensive income, net of tax:	0	0	0	0
Comprehensive (loss) income	$ (9,264)	$ (5,264)	$ 57,197	$ 68,092

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
ASSETS
Fixed maturity securities (amortized cost $2,413,895; $2,270,903)	$ 2,482,052	$ 2,408,354
Equity securities (cost $492,573; $475,959)	528,725	477,088
Short-term investments (cost $165,783; $294,607)	165,520	294,653
Total investments	3,176,297	3,180,095
Cash	180,331	158,183
Receivables:
Premiums	356,061	345,387
Accrued investment income	33,783	31,109
Other	17,846	17,756
Total receivables	407,690	394,252
Deferred policy acquisition costs	189,599	185,910
Fixed assets, net	154,884	161,940
Current income taxes	0	7,058
Deferred income taxes	17,689	0
Goodwill	42,796	42,796
Other intangible assets, net	44,593	47,589
Other assets	17,941	11,863
Total assets	4,231,820	4,189,686
LIABILITIES AND SHAREHOLDERS’ EQUITY
Losses and loss adjustment expenses	1,007,036	1,036,123
Unearned premiums	938,112	920,429
Notes payable	140,000	140,000
Accounts payable and accrued expenses	116,561	96,220
Current income taxes	2,395	0
Deferred income taxes	0	445
Other liabilities	193,848	153,972
Total liabilities	2,397,952	2,347,189
Commitments and contingencies
Shareholders’ equity:
Common stock without par value or stated value: Authorized 70,000 shares; issued and outstanding 54,959; 54,922	80,857	79,380
Retained earnings	1,753,011	1,763,117
Total shareholders’ equity	1,833,868	1,842,497
Total liabilities and shareholders’ equity	$ 4,231,820	$ 4,189,686

XML

Fair Value Measurement (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013 transfers	Jun. 30, 2012 transfers	Jun. 30, 2013 Minimum [Member] broker	Jun. 30, 2013 Commercial Mortgage Backed Securities [Member] Level 2 [Member]	Dec. 31, 2012 Commercial Mortgage Backed Securities [Member] Level 2 [Member]
Fair Value Measurement [Line Items]
Percentage of portfolio of unadjusted fair values obtained	98.00%
Percentage of portfolio of specific unadjusted broker quotes obtained	2.00%
Number of knowledgeable outside security brokers consulted to determine fair value			1
Trading securities, fair value disclosure				$ 12.4	$ 4.3
Transfers between Levels 1, 2, and 3 of the fair value hierarchy	0	0

XML

Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Components Of Other Intangible Assets

The following table presents the components of other intangible assets as of June 30, 2013 and December 31, 2012.

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Useful Lives
	(Amounts in thousands)							(in years)
As of June 30, 2013:
Customer relationships	$	51,755	$	(22,039	)	$	29,716	11
Trade names	15,400		(2,888		)	12,512		24
Technology	4,300		(1,935		)	2,365		10
Favorable leases	1,725		(1,725		)	0		3
Software	550		(550		)	0		2
Total intangible assets, net	$	73,730	$	(29,137	)	$	44,593
As of December 31, 2012:
Customer relationships	$	51,755	$	(19,585	)	$	32,170	11
Trade names	15,400		(2,567		)	12,833		24
Technology	4,300		(1,720		)	2,580		10
Favorable leases	1,725		(1,719		)	6		3
Software	550		(550		)	0		2
Total intangible assets, net	$	73,730	$	(26,141	)	$	47,589

Schedule Of Estimated Future Amortization Expense Related To Intangible Assets

The following table presents the estimated future amortization expenses related to intangible assets as of June 30, 2013:

Year Ending	Amortization Expense
	(Amounts in thousands)
Remainder of 2013	$	2,990
2014	5,980
2015	5,980
2016	5,980
2017	5,253
Thereafter	18,410
Total	$	44,593

XML

Share-Based Compensation (Schedule Of Performance Vesting Restricted Stock Units Granted) (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2013		Dec. 31, 2012		Dec. 31, 2011
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Three-year performance period ending December 31,	2015		2014		2013
Vesting shares, target	84,500	[1]	89,000	[1]	80,000	[1]
Vesting shares, maximum	190,125	[1]	200,250	[1]	120,000	[1]

[1]

XML

Goodwill and Other Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets amortization expense	$ 1.5	$ 1.5	$ 3.0	$ 3.1

XML

Goodwill and Other Intangible Assets (Schedule Of Components Of Other Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2011	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 73,730		$ 73,730
Accumulated Amortization	(29,137)		(26,141)
Net Carrying Amount	44,593		47,589
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	51,755		51,755
Accumulated Amortization	(22,039)		(19,585)
Net Carrying Amount	29,716		32,170
Useful Lives (in years)	11 years	11 years
Trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	15,400		15,400
Accumulated Amortization	(2,888)		(2,567)
Net Carrying Amount	12,512		12,833
Useful Lives (in years)	24 years	24 years
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,300		4,300
Accumulated Amortization	(1,935)		(1,720)
Net Carrying Amount	2,365		2,580
Useful Lives (in years)	10 years	10 years
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,725		1,725
Accumulated Amortization	(1,725)		(1,719)
Net Carrying Amount	0		6
Useful Lives (in years)	3 years	3 years
Favorable leases [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	550		550
Accumulated Amortization	(550)		(550)
Net Carrying Amount	$ 0		$ 0
Useful Lives (in years)	2 years	2 years

XML

Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill

There were no changes in the carrying amount of goodwill for the six months ended June 30, 2013. Goodwill is reviewed annually for impairment and more frequently if potential impairment indicators exist. No impairment indications were identified during any of the periods presented.

Other Intangible Assets

The following table presents the components of other intangible assets as of June 30, 2013 and December 31, 2012.

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Useful Lives
	(Amounts in thousands)							(in years)
As of June 30, 2013:
Customer relationships	$	51,755	$	(22,039	)	$	29,716	11
Trade names	15,400		(2,888		)	12,512		24
Technology	4,300		(1,935		)	2,365		10
Favorable leases	1,725		(1,725		)	0		3
Software	550		(550		)	0		2
Total intangible assets, net	$	73,730	$	(29,137	)	$	44,593
As of December 31, 2012:
Customer relationships	$	51,755	$	(19,585	)	$	32,170	11
Trade names	15,400		(2,567		)	12,833		24
Technology	4,300		(1,720		)	2,580		10
Favorable leases	1,725		(1,719		)	6		3
Software	550		(550		)	0		2
Total intangible assets, net	$	73,730	$	(26,141	)	$	47,589

Intangible assets are amortized on a straight-line basis over their useful lives. Intangible assets amortization expenses were $1.5 million for each of the three months ended June 30, 2013 and 2012, and $3.0 million and $3.1 million for the six months ended June 30, 2013 and 2012, respectively. The following table presents the estimated future amortization expenses related to intangible assets as of June 30, 2013:

Year Ending	Amortization Expense
	(Amounts in thousands)
Remainder of 2013	$	2,990
2014	5,980
2015	5,980
2016	5,980
2017	5,253
Thereafter	18,410
Total	$	44,593

XML

Fair Value Measurement (Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis Valuation Techniques) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value Measurement [Line Items]
Assets	$ 3,176,297	$ 3,180,095
Liabilities	331	278
Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	636,641	738,408
Liabilities	331	175
Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	2,488,674	2,387,580
Liabilities	0	103
Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	50,982	54,107
Liabilities	0	0
Short-term bonds [Member]
Fair Value Measurement [Line Items]
Assets	34,800	24,530
Short-term bonds [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Short-term bonds [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	34,800	24,530
Short-term bonds [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Money market instruments [Member]
Fair Value Measurement [Line Items]
Assets	130,720	270,123
Money market instruments [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	130,720	270,123
Money market instruments [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Money market instruments [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity contracts [Member]
Fair Value Measurement [Line Items]
Liabilities	331	175
Equity contracts [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Liabilities	331	175
Equity contracts [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Liabilities	0	0
Equity contracts [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Liabilities	0	0
Interest rate swap agreements [Member]
Fair Value Measurement [Line Items]
Liabilities		103
Interest rate swap agreements [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Liabilities		0
Interest rate swap agreements [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Liabilities		103
Interest rate swap agreements [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Liabilities		0
Fixed maturity securities [Member] | U.S. government bonds and agencies [Member]
Fair Value Measurement [Line Items]
Assets	15,965	14,204
Fixed maturity securities [Member] | U.S. government bonds and agencies [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	15,965	14,204
Fixed maturity securities [Member] | U.S. government bonds and agencies [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | U.S. government bonds and agencies [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Municipal securities [Member]
Fair Value Measurement [Line Items]
Assets	2,143,070	2,165,095
Fixed maturity securities [Member] | Municipal securities [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Municipal securities [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	2,143,070	2,165,095
Fixed maturity securities [Member] | Municipal securities [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Mortgage-backed securities [Member]
Fair Value Measurement [Line Items]
Assets	34,176	30,703
Fixed maturity securities [Member] | Mortgage-backed securities [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Mortgage-backed securities [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	34,176	30,703
Fixed maturity securities [Member] | Mortgage-backed securities [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Corporate securities [Member]
Fair Value Measurement [Line Items]
Assets	249,849	155,551
Fixed maturity securities [Member] | Corporate securities [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Corporate securities [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	249,849	155,551
Fixed maturity securities [Member] | Corporate securities [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Collateralized Debt Obligations [Member]
Fair Value Measurement [Line Items]
Assets	38,992	42,801
Fixed maturity securities [Member] | Collateralized Debt Obligations [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Collateralized Debt Obligations [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Fixed maturity securities [Member] | Collateralized Debt Obligations [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	38,992	42,801
Equity securities [Member] | Public utilities [Member]
Fair Value Measurement [Line Items]
Assets	107,942	85,106
Equity securities [Member] | Public utilities [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	107,942	85,106
Equity securities [Member] | Public utilities [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Public utilities [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Banks, trusts and insurance companies [Member]
Fair Value Measurement [Line Items]
Assets	23,603	22,166
Equity securities [Member] | Banks, trusts and insurance companies [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	23,603	22,166
Equity securities [Member] | Banks, trusts and insurance companies [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Banks, trusts and insurance companies [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Energy and other [Member]
Fair Value Measurement [Line Items]
Assets	358,411	346,809
Equity securities [Member] | Energy and other [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	358,411	346,809
Equity securities [Member] | Energy and other [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Energy and other [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Non-redeemable preferred stock [Member]
Fair Value Measurement [Line Items]
Assets	26,779	11,701
Equity securities [Member] | Non-redeemable preferred stock [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Non-redeemable preferred stock [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	26,779	11,701
Equity securities [Member] | Non-redeemable preferred stock [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Partnership Interest In Private Credit Fund [Member]
Fair Value Measurement [Line Items]
Assets	11,990	11,306
Equity securities [Member] | Partnership Interest In Private Credit Fund [Member] | Level 1 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Partnership Interest In Private Credit Fund [Member] | Level 2 [Member]
Fair Value Measurement [Line Items]
Assets	0	0
Equity securities [Member] | Partnership Interest In Private Credit Fund [Member] | Level 3 [Member]
Fair Value Measurement [Line Items]
Assets	$ 11,990	$ 11,306

XML

Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

The Company is, from time to time, named as a defendant in various lawsuits or regulatory actions incidental to its insurance business. The majority of lawsuits brought against the Company relate to insurance claims that arise in the normal course of business and are reserved for through the reserving process. For a discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The Company also establishes reserves for non-insurance claims related lawsuits, regulatory actions, and other contingencies when the Company believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. While actual losses may differ from the amounts recorded and the ultimate outcome of the Company’s pending actions is generally not yet determinable, the Company does not believe that the ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations, or cash flows.

In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. For a discussion of legal matters, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

XML

Derivative Financial Instruments

6 Months Ended

Jun. 30, 2013

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are equity price risk and interest rate risk. Equity contracts on various equity securities are intended to manage the price risk associated with forecasted purchases or sales of such securities. Interest rate swaps are intended to manage the interest rate risk associated with the Company’s debts with fixed or floating rates.

On February 6, 2009, the Company entered into an interest rate swap of its floating LIBOR rate on a $120 million credit facility for a fixed rate of 1.93% that matured on January 3, 2012. The purpose of the swap was to offset the variability of cash flows resulting from the variable interest rate. The swap was not designated as a hedge and changes in the fair value were adjusted through the consolidated statement of operations in the period of change.

On March 3, 2008, the Company entered into an interest rate swap of its floating LIBOR rate on a Bank of America $18 million LIBOR plus 50 basis points loan for a fixed rate of 4.25% that matured on March 1, 2013. On October 4, 2011, the Company refinanced the $18 million loan that was scheduled to mature on March 1, 2013 with a Union Bank $20 million LIBOR plus 40 basis points loan that matures on January 2, 2015. The related swap became ineffective and was no longer designated as a hedge. Changes in the fair value were adjusted through the consolidated statement of operations in the period of change. The fair market value of the interest rate swap was $0 and $103,000 as of June 30, 2013 and December 31, 2012, respectively.

Fair value amounts, and gains and losses on derivative instruments

The following tables present the location and amounts of derivative fair values in the consolidated balance sheets and derivative gains in the consolidated statements of operations:

	Liability Derivatives
	2013		December 31, 2012
	(Amount in thousands)
Non-hedging derivatives
Interest rate swap agreements - Other liabilities	$	0	$	103
Equity contracts - Other liabilities	331		175
Total derivatives	$	331	$	278

	Gain Recognized in Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	2013		2012		2013		2012
	(Amounts in thousands)
Interest rate swap agreements - Other revenue	$	0	$	147	$	103	$	271
Equity contracts - Net realized investment (losses) gains	961		368		1,179		1,585
Total	$	961	$	515	$	1,282	$	1,856

Most equity contracts consist of covered calls. The Company writes covered calls on underlying equity positions held as an enhanced income strategy that is permitted for the Company’s insurance subsidiaries under statutory regulations. The Company manages the risk associated with covered calls through strict capital limitations and asset diversification throughout various industries. For additional disclosures regarding equity contracts, see Note 5.

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General

6 Months Ended

Jun. 30, 2013

General [Abstract]

General

General

Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of Mercury General Corporation and its subsidiaries (referred to herein collectively as the “Company”). For the list of the Company’s subsidiaries, see Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The condensed consolidated financial statements have been prepared in conformity with GAAP, which differ in some respects from those filed in reports to insurance regulatory authorities. All intercompany transactions and balances have been eliminated.

The financial data of the Company included herein are unaudited. In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly the Company’s financial position at June 30, 2013 and the results of operations, comprehensive income (loss), and cash flows for the periods presented. These statements were prepared in accordance with the instructions for interim reporting and do not contain certain information in the annual financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. Readers are urged to review the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for more complete descriptions and discussions. Operating results and cash flows for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates require the Company to apply complex assumptions and judgments, and often the Company must make estimates about effects of matters that are inherently uncertain and will likely change in subsequent periods. The most significant assumptions in the preparation of these consolidated financial statements relate to reserves for losses and loss adjustment expenses. Actual results could differ from those estimates (See Note 1 “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).

Earnings per Share

Potentially dilutive securities representing approximately 69,000 and 64,000 shares of common stock for the three months ended June 30, 2013 and 2012, respectively, and 87,000 and 63,000 shares of common stock for the six months ended June 30, 2013 and 2012, respectively, were excluded from the computation of diluted earnings per common share for these periods because their effect would have been anti-dilutive.

Deferred Policy Acquisition Costs

Deferred policy acquisition costs consist of commissions paid to outside agents, premium taxes, salaries, and certain other underwriting costs that are incremental or directly related to the successful acquisition of new and renewal insurance contracts and are amortized over the life of the related policy in proportion to premiums earned. Deferred policy acquisition costs are limited to the amount that will remain after deducting from unearned premiums and anticipated investment income, the estimated losses and loss adjustment expenses, and the servicing costs that will be incurred as premiums are earned. The Company’s deferred policy acquisition costs are further limited by excluding those costs not directly related to the successful acquisition of insurance contracts. Deferred policy acquisition cost amortization was $126.4 million and $117.7 million for the three months ended June 30, 2013 and 2012, respectively, and $250.1 million and $235.2 million for the six months ended June 30, 2013 and 2012, respectively. The Company does not defer advertising expenses but expenses them as incurred. The Company recorded net advertising expenses of approximately $11 million and $10 million for the six months ended June 30, 2013 and 2012, respectively.

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Derivative Financial Instruments (Summary Of Location And Amounts Of Derivative Fair Values In The Consolidated Balance Sheets) (Details) (Non-hedging derivatives [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Derivative Financial Instruments [Line Items]
Liability Derivatives	$ 331	$ 278
Interest rate swap agreements [Member] | Other liabilities [Member]
Derivative Financial Instruments [Line Items]
Liability Derivatives	0	103
Equity contracts [Member] | Other liabilities [Member]
Derivative Financial Instruments [Line Items]
Liability Derivatives	$ 331	$ 175

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2013

Financial Instruments, Owned, at Fair Value [Abstract]

Estimated Fair Values of Financial Instruments

The following table presents the estimated fair values of financial instruments at June 30, 2013 and December 31, 2012.

	June 30, 2013		December 31, 2012
	(Amounts in thousands)
Assets
Investments	$	3,176,297	$	3,180,095
Liabilities
Interest rate swap agreements	$	0	$	103
Equity contracts	$	331	$	175
Secured notes	$	140,000	$	140,000

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Income Taxes

6 Months Ended

Jun. 30, 2013

Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]

Income Taxes

Income Taxes

The Company recognizes tax benefits related to positions taken, or expected to be taken, on a tax return once a “more-likely-than-not” threshold has been met. For a tax position that meets the recognition threshold, the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement is recognized in the financial statements.

There were no material changes to the total amount of unrecognized tax benefits related to tax uncertainties during the six months ended June 30, 2013. The Company does not expect any changes in such unrecognized tax benefits to have a significant impact on its consolidated financial statements within the next 12 months.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states. Tax years that remain subject to examination by major taxing jurisdictions are 2009 through 2011 for federal taxes and 2003 through 2011 for California state taxes. Tax year 2010 is currently under examination by the Internal Revenue Service. The Company is currently under examination by the California Franchise Tax Board (“FTB”) for tax years 2003 through 2010. The FTB has issued Notices of Proposed Assessments to the Company for tax years 2003 through 2006. The Company has filed protests with the FTB in response to these assessments and presented its case in a hearing before the FTB. No assessments have been received for tax years 2007 through 2010. Management believes that the resolution of these examinations and assessments will not have a material impact on the condensed consolidated financial statements.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting basis and the respective tax basis of the Company’s assets and liabilities, and expected benefits of utilizing net operating loss, capital loss, and tax-credit carryforwards. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent management does not believe these assets are more likely than not to be realized, a valuation allowance is established.

At June 30, 2013, the Company’s deferred income taxes were in a net asset position which included a combination of ordinary and capital deferred tax benefits. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generating sufficient taxable income of the appropriate character within the carryback and carryforward periods available under the tax law. Management considers the reversal of deferred tax liabilities, projected future taxable income of an appropriate nature, and tax-planning strategies in making this assessment. The Company believes that through the use of prudent tax planning strategies and the generation of capital gains, sufficient income will be realized in order to maximize the full benefits of its deferred tax assets. Although realization is not assured, management believes that it is more likely than not that the Company’s deferred tax assets will be realized.

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2013

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Summary Of Location And Amounts Of Derivative Fair Values In The Consolidated Balance Sheets

The following tables present the location and amounts of derivative fair values in the consolidated balance sheets and derivative gains in the consolidated statements of operations:

	Liability Derivatives
	2013		December 31, 2012
	(Amount in thousands)
Non-hedging derivatives
Interest rate swap agreements - Other liabilities	$	0	$	103
Equity contracts - Other liabilities	331		175
Total derivatives	$	331	$	278

Schedule Of Derivative Gains And Losses In The Consolidated Statements Of Operations

	Gain Recognized in Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	2013		2012		2013		2012
	(Amounts in thousands)
Interest rate swap agreements - Other revenue	$	0	$	147	$	103	$	271
Equity contracts - Net realized investment (losses) gains	961		368		1,179		1,585
Total	$	961	$	515	$	1,282	$	1,856

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Fair Value Option (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Option [Abstract]

Gains And Losses Due To Changes In Fair Value Of Investments

The following table presents (losses) gainsdue to changes in fair value of investments that are measured at fair value pursuant to application of the fair value option:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(Amounts in thousands)
Fixed maturity securities	$	(59,562	)	$	9,812		$	(69,973	)	$	30,815
Equity securities	(19,003		)	(33,972		)	35,023			(5,476		)
Short-term investments	(161		)	(628		)	(309		)	(784		)
Total	$	(78,726	)	$	(24,788	)	$	(35,259	)	$	24,555

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Document And Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 26, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Registrant Name	MERCURY GENERAL CORP
Entity Central Index Key	0000064996
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		54,958,642

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Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2013

Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]

Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis Valuation Techniques

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

	June 30, 2013
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds and agencies	$	15,965	$	0	$	0	$	15,965
Municipal securities	0		2,143,070		0		2,143,070
Mortgage-backed securities	0		34,176		0		34,176
Corporate securities	0		249,849		0		249,849
Collateralized debt obligations	0		0		38,992		38,992
Equity securities:
Common stock:
Public utilities	107,942		0		0		107,942
Banks, trusts and insurance companies	23,603		0		0		23,603
Energy and other	358,411		0		0		358,411
Non-redeemable preferred stock	0		26,779		0		26,779
Partnership interest in a private credit fund	0		0		11,990		11,990
Short-term bonds	0		34,800		0		34,800
Money market instruments	130,720		0		0		130,720
Total assets at fair value	$	636,641	$	2,488,674	$	50,982	$	3,176,297
Liabilities
Equity contracts	$	331	$	0	$	0	$	331
Total liabilities at fair value	$	331	$	0	$	0	$	331

	December 31, 2012
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds and agencies	$	14,204	$	0	$	0	$	14,204
Municipal securities	0		2,165,095		0		2,165,095
Mortgage-backed securities	0		30,703		0		30,703
Corporate securities	0		155,551		0		155,551
Collateralized debt obligations	0		0		42,801		42,801
Equity securities:
Common stock:
Public utilities	85,106		0		0		85,106
Banks, trusts and insurance companies	22,166		0		0		22,166
Energy and other	346,809		0		0		346,809
Non-redeemable preferred stock	0		11,701		0		11,701
Partnership interest in a private credit fund	0		0		11,306		11,306
Short-term bonds	0		24,530		0		24,530
Money market instruments	270,123		0		0		270,123
Total assets at fair value	$	738,408	$	2,387,580	$	54,107	$	3,180,095
Liabilities
Equity contracts	$	175	$	0	$	0	$	175
Interest rate swap agreements	0		103		0		103
Total liabilities at fair value	$	175	$	103	$	0	$	278

Summary Of Changes In Fair Value Of Level 3 Financial Assets And Financial Liabilities Held At Fair Value

The following tables present a summary of changes in fair value of Level 3 financial assets and financial liabilities held at fair value.

	Three Months Ended June 30,
	2013					2012
	Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund		Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund
	(Amounts in thousands)
Beginning Balance	$	39,723		$	11,592	$	52,983		$	10,510
Realized (losses) gains included in earnings	(731		)	398		(1,658		)	520
Purchase	0			0		25,000			0
Ending Balance	$	38,992		$	11,990	$	76,325		$	11,030
The amount of total (losses) gains for the period included in earnings attributable to assets still held at June 30	$	(731	)	$	398	$	(1,658	)	$	520

	Six Months Ended June 30,
	2013					2012
	Collateralized Debt Obligations			Partnership Interest in a Private Credit Fund		Collateralized Debt Obligations		Partnership Interest in a Private Credit Fund
	(Amounts in thousands)
Beginning Balance	$	42,801		$	11,306	$	47,503	$	10,008
Realized gains included in earnings	377			684		3,822		1,022
Purchase	0			0		25,000		0
Sales	(4,186		)	0		0		0
Ending Balance	$	38,992		$	11,990	$	76,325	$	11,030
The amount of total gains for the period included in earnings attributable to assets still held at June 30	$	894		$	684	$	3,822	$	1,022