Common use of Revolving Loan Commitment Clause in Contracts

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth herein, (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1.

Revolving Loan Commitment. Upon and subject to the ------------------------- terms and conditions set forth hereinhereof, (a) each Lender of the Lenders severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” Loans and individually called a “"Loan”") from time to time on any Business Day during the Availability Period period from the Effective Date to the Commitment Termination Date, in such Lender’s Applicable Percentage 's Pro Rata Share of such aggregate amounts as the Borrower may from time to time requestrequest from all Lenders, provided that the aggregate principal amount of all Loans which all Lenders shall be committed to have outstanding at any one time shall not exceed an amount equal to (i) the aggregate amount of the Commitments minus (ii) the LC Obligations; and (b) each Lender severally the LC Issuer agrees to issue, extend and renew issue ----- letters of credit in such Lender’s Applicable Percentage, Several accordance with Article III (the "Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance SubsidiariesCredit"), from time to time on any Business Day during the Availability Period, and (c) period from the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject Effective Date to the Non-Insurance Subsidiary Letter of Credit SublimitCommitment Termination Date and, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided3.2, however----------- each Lender agrees to purchase a Risk Participation in such Letter of Credit, provided that the aggregate LC Obligations shall not at any time exceed the lesser of (i) $50,000,000 or (ii) an amount equal to (A) the aggregate amount of the Commitments minus (B) the aggregate amount of all outstanding Loans. In no ----- event shall any Lender be required or permitted to make any Credit Extension if, immediately after giving effect to any such Credit Extension, (x) Extension and the Total Outstandings shall not exceed application of the Aggregate Commitments, (y) proceeds thereof to the aggregate Outstanding Amounts extent applied to the repayment of any Lender shall not outstanding Obligations, the Lender's Credit Extensions would exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit's Commitment. Within the limits of this Section 2.1 each Lender's Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section ------- 2.1, prepay under Section 2.6 and reborrow under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1.. --- ----------- -----------

Revolving Loan Commitment. Upon On the terms and subject to the terms and conditions ------------------------- set forth hereinin this Agreement, (a) each Lender severally and for itself the Bank agrees to make revolving loans in Dollars to the Borrower (such loans herein collectively called the “"Revolving Loans” " and individually called a “"Revolving Loan”") to the Borrower from time to time on any Business Day during before the Availability Period Credit Termination Date in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary orbut, subject to the Non-Insurance Subsidiary Letter immediately succeeding sentence, not exceeding at any one time outstanding the lesser of Credit (i) the Borrowing Base or (ii) the Revolving Loan Sublimit. Notwithstanding the foregoing provisions of this Section 2.1, Non-Insurance Subsidiaries, the Bank agrees to make Revolving Loans to the Borrower from time to time during before the Availability Period, and (c) Credit Termination Date in such aggregate amounts as the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries Borrower may from time to time during the Availability Period and each Lender agrees to purchase risk participations request in the obligations excess of the Fronting Bank under lesser of (i) the Fronted Letters of Credit as more fully set forth in Section 3.1; Borrowing Base and (ii) the Revolving Loan Sublimit (such Revolving Loans herein collectively called "Overadvances" and individually called an "Overadvance"), provided, however, that after giving effect in addition to the other terms set forth in this Agreement, including those set forth in Section 11, the following ---------- conditions shall have been satisfied with respect to any Credit Extensionsuch Overadvance: (i) on the date of the initial Overadvance, EBITDA for each of the two consecutive months prior to such date of the proposed disbursement of such initial Overadvance shall not have been less than $125,000; (xii) the Total Outstandings aggregate amount of all Overadvances outstanding at any one time shall not exceed the Aggregate Commitments, Overadvance Sublimit then in effect; (yiii) the aggregate Outstanding Amounts amount of all Revolving Loans outstanding at any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries one time shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within Revolving Loan Commitment; and (iv) EBITDA for any period set forth below shall not be less than the limits of this Section 2.1 and subject respective amount set forth below opposite such period: Period Minimum EBITDA ------ -------------- Closing Date through June 30, 1998 $ 75,000 July 1, 1998 through September 30, 1998 $ 500,000 October 1, 1998 through December 31, 1998 $1,000,000 Each Calendar Quarter Thereafter $1,500,000 The Borrower shall have the right to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 repay and reborrow any of the Revolving Loans under in increments of $50,000 (or integral multiples thereof); provided, -------- however, that it shall be a condition precedent to any reborrowing that as of ------- the date of any reborrowing (any such date herein called a "Reborrowing Date") all of the conditions to borrowing set forth in this Section 2.1Agreement shall be satisfied and all representations and warranties made herein shall be true and correct in all material respects as of such Reborrowing Date.

Revolving Loan Commitment. Upon and subject The Term Loans of each Lender shall be evidenced by a single Term Loan Note payable to the terms and conditions set forth herein, (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage order of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of its Lending Office in an amount equal to the original principal amount of such Lender's Term Loan Commitment. (b) Upon receipt of each Lender's Notes pursuant to SECTION 9.01, the Administrative Agent shall deliver such Notes to such Lender. Each Lender will record either on its own books and records or on Schedules attached to its Notes, at its option, and prior to any transfer of its Notes will transfer a copy of the relevant portions of its books and records or endorse on such schedules attached to its Notes appropriate notations to evidence; the date, amount and maturity of, and effective interest rate for, each Loan made by it, and the date and amount of each payment of principal made by the Borrower with respect thereto. Such records, whether on the Lender's books and records or on Schedules to the Notes will constitute prima facie evidence, in the absence of manifest error, of the respective principal amounts owing and unpaid on such Lender's Notes; provided that the failure of any Lender to make, or any error in making, any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Notes, in the event such option is elected by such Lender, and to attach to and make a part of any Note a continuation of any such Schedule as and when required. (c) The Administrative Agent shall maintain on its books a control account for the Borrower in which shall be recorded (i) the date, amount, effective interest rate and maturity of each Revolving Loan and Term Loan made hereunder to the Borrower, (ii) the amount of any Insurance Subsidiary orprincipal, subject interest or fees due or to become due from the Non-Insurance Subsidiary Letter Borrower on the Revolving Loans and the Term Loans and (iii) the amount of Credit Sublimitany sum received by the Administrative Agent hereunder in respect of any such principal, Non-Insurance Subsidiaries, from time interest or fees due on the Revolving Loans and Term Loans and each Lender's share thereof. (d) The entries made in the accounts pursuant to time during the Availability Period, and paragraph (c) above shall be prima facie evidence, in the Fronting Bank agrees absence of manifest error, of the existence and amounts of the Obligations of the Borrower therein recorded and any payments thereon, and in case of discrepancy between such accounts and the schedules to issue, extend the Notes maintained by any Lender pursuant to paragraph (b) or between such accounts and renew Fronted Letters of Credit for the account books and records of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations absence of manifest error, the Fronting Bank under control account maintained by the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect Administrative Agent pursuant to any Credit Extension, paragraph (xc) the Total Outstandings above shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations be controlling with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 Revolving Loans and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1Term Loans.

Revolving Loan Commitment. Upon and subject Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of Borrower set forth hereinherein and in the other Loan Documents, (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage of Revolving Loans at such aggregate amounts times as the Borrower may from time to time request, (b) each Lender severally agrees pursuant to issuethe terms of this Agreement, extend until, but not including, the Revolving Loan Maturity Date, and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, amounts as Borrower may from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject request up to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time Revolving Loan Availability (and subject at all times to time during the Availability Period and each Lender agrees amounts available to purchase risk participations be borrowed in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1accordance herewith); provided, however, that after giving effect to the aggregate principal balance of all Revolving Loans outstanding at any Credit Extension, (x) the Total Outstandings time shall not exceed the Aggregate CommitmentsRevolving Loan Availability; and further provided, (y) however, that, notwithstanding anything contained in this Agreement or any other Loan Documents to the aggregate Outstanding Amounts of any Lender contrary, each Revolving Loan requested by Borrower under this Agreement shall not exceed such be subject to Lender’s Commitment approval, which approval may be given or withheld in Lender’s sole and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimitabsolute discretion. Within the limits of this Section 2.1 and Revolving Loans made by Lender may be repaid and, subject to the other terms and conditions hereof, borrowed again up to, but not including, the Revolving Loan Maturity Date, unless the Revolving Loans are otherwise terminated or extended as provided in this Agreement. The Revolving Loans shall be used by Borrower solely for ongoing working capital purposes. Notwithstanding anything contained in the Agreement or any Loan Document to the contrary, an amount equal to Six Hundred Fifty Thousand United States Dollars (US$650,000) shall be advanced by the Lender to the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 on the Closing Date and reborrow Loans under this Section 2.1all other principal amounts representing the Revolving Loan Commitment shall be held in reserve by the Lender until further notice. No interest shall accrue on the escrowed portion until such amount has been disbursed to Borrower.

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth hereinEach Lender, (a) each Lender severally and for itself agrees to not jointly, shall make such revolving loans in Dollars to the Borrower and advances (collectively called the “Revolving Loans” and individually called a “Loan”) from to Borrower in aggregate amounts outstanding at any time equal to time on any Business Day during the Availability Period in such Lender’s Applicable Commitment Percentage of such aggregate amounts as the Borrower may shall from time to time request, in accordance with the terms of paragraph 2(b) hereof. The aggregate unpaid principal amount of all Revolving Loans outstanding at any one time made to Borrower shall not exceed the lesser of: (bi) the Borrowing Base (plus any overadvances permitted to be outstanding at such time in the sole discretion of Agent pursuant to paragraph 23 hereof and (ii) the Revolving Loan Commitment, in each Lender severally agrees to issuecase, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at minus the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary outstanding Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time Obligations. All Revolving Loans shall be repaid in full upon the earlier to time during occur of: (i) the Availability Period, end of the Term and (cii) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account acceleration of the Borrower, Liabilities pursuant to paragraph 17 of this Agreement. If at any Insurance Subsidiary or, subject time the outstanding principal balance of the Revolving Loans made to Borrower exceeds: (i) the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from Borrowing Base (plus any overadvances permitted to be outstanding at such time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations sole discretion of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; Agent pursuant to paragraph 23 hereof, provided, however, that after giving effect to that, any Credit Extension, such overadvance shall be paid by Borrower immediately following demand therefor by Agent) or (xii) the Total Outstandings shall not exceed Revolving Loan Commitment, in each case, minus the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary outstanding Letter of Credit Sublimit. Within Obligations, Borrower shall immediately, and without the limits necessity of this Section 2.1 a demand by Agent, pay to Agent such amount as may be necessary to eliminate such excess, and subject Agent shall apply such payment, first against overadvances then outstanding and then pro rata according to the other terms Commitment Percentage of each Lender against the outstanding principal balance of the Revolving Loans. Borrower hereby authorizes Agent to charge any of Borrower’s accounts to make any payments of principal, interest and/or fees required by this Agreement. All Revolving Loans shall, in Agent’s sole discretion, be evidenced by one or more Revolving Notes in substantially the form attached hereto as Exhibit 2(a). However, if such Revolving Loans are not so evidenced, such Revolving Loans may be evidenced solely by entries upon the books and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1records maintained by Agent.

Revolving Loan Commitment. Upon and subject Subject to all the terms and conditions set forth hereinof this Loan Agreement and prior to the termination of its commitment as hereinafter provided, (a) each Lender severally and for itself Bank hereby agrees to make revolving loans in Dollars (each a "Revolving Loan") to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during and in such amounts as Borrower shall request pursuant to this Section 1.A., up to an aggregate principal amount outstanding under the Availability Period, and Revolving Loan Account (cas hereinafter defined) not to exceed the Fronting Bank agrees to issue, extend and renew Fronted Letters least of: (a) $250,000.00 plus eighty percent (80.0%) of Credit for Eligible Accounts (as the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries same may be adjusted from time to time during as provided for under Section 9.B. hereof, the Availability Period and each Lender agrees to purchase risk participations "Borrowing Base") or (b) $500,000.00 (the "Revolving Loan Commitment"), as the same may be adjusted in accordance with Sections 1.A.(2) or 1.A.(3) hereof. If at any time or for any reason, the obligations outstanding principal amount of the Fronting Bank under Revolving Loan Account is greater than the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extensionleast of, (x) the Total Outstandings shall not exceed the Aggregate Commitments, Borrowing Base or (y) the aggregate Outstanding Amounts Revolving Loan Commitment, Borrower shall immediately pay to Bank upon demand, in cash, the amount of any Lender such excess. Any commitment of Bank, pursuant to the terms of this Loan Agreement, to make Revolving Loans shall expire on the Revolving Loan Maturity Date (as hereinafter defined), subject to Bank's right to renew said commitment in its sole and absolute discretion at Borrower's request. Any such renewal of said commitment shall not exceed such Lender’s Commitment be binding upon Bank unless it is in writing and signed by an officer of Bank. Provided that no Event of Default (zas hereinafter defined) has occurred and is continuing, all or any portion of the aggregate LC Obligations Revolving Loans advanced by Bank which are repaid by Borrower shall be available for reborrowing in accordance with respect the terms hereof. Borrower promises to Letters pay to Bank the entire outstanding unpaid principal balance (and all accrued unpaid interest thereon) of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 and subject to the other terms and conditions hereofRevolving Loan Account on or before April 12, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.11999 ("Revolving Loan Maturity Date").

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth herein, (a) each Each Revolving Lender severally and for itself agrees to make loans on a revolving loans in Dollars basis (“Revolving Loans”) to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during until the Availability Period Termination Date in such Revolving Lender’s Applicable Revolving Percentage of such aggregate amounts as the Borrower may request, provided that (x) the Revolving Outstandings will not, at any time, exceed the Revolving Commitment Amount and (y) 150% of the Outstandings will not, at any time, exceed the Borrowing Base and (b) (i) the Fronting Lender agrees from time to time request, (b) each Lender severally agrees until the Termination Date to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and issue Drafting Agreements to Manufacturers for the account of the BorrowerBorrower and any Subsidiary (other than Unrestricted Subsidiaries and except that, for so long as any Insurance Subsidiary orFord Restriction exists, subject the Fronting Lender shall not be obligated to enter into a Drafting Agreement with Ford), as more fully set forth in Sections 2.4 through 2.6, and to permit Manufacturers that are parties to Drafting Agreements to make Drafts on accounts of the Non-Insurance Subsidiary Letter of Credit SublimitFronting Lender in accordance with such Drafting Agreements (it being understood that the Fronting Lender may, Non-Insurance Subsidiariesin its sole and absolute discretion, accept Drafts from time Manufacturers and Auction Houses that are not parties to time during the Availability PeriodDrafting Agreements), and (cii) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided2.7.2, howevereach Revolving Lender agrees to purchase a participation in each such Drafting Agreement and each such Draft, provided that after giving effect to any Credit Extension, (x) the Total Revolving Outstandings shall will not at any time exceed the Aggregate Commitments, Revolving Commitment Amount and (y) 150% of the aggregate Outstanding Amounts of Outstandings will not, at any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not time, exceed the Non-Insurance Subsidiary Letter of Credit SublimitBorrowing Base. Within the limits of this As more fully described in Section 2.1 and subject to the other terms and conditions hereof2.7.1(a), the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 agrees to reimburse the Fronting Lender for each Draft made against it and reborrow Loans under this Section 2.1each reimbursement obligation of the Borrower with respect thereto shall be automatically refunded with a Revolving Loan.

Revolving Loan Commitment. (i) Upon the satisfaction of the applicable conditions precedent set forth in Sections 5.1 and subject 5.2, from and including the Closing Date and prior to the Termination Date applicable to such Lender, each Revolving Loan Lender severally and not jointly agrees, on the terms and conditions set forth hereinin this Agreement, (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) Borrowers from time to time on time, in any Business Day during the Availability Period Agreed Currency, in a Dollar Amount not to exceed such Lender’s Applicable Percentage Pro Rata Share of Revolving Credit Availability at such aggregate amounts time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, that, except as the Borrower may from time to time requestpermitted under Section 2.4(B), (bi) each Lender severally agrees at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment minus the Participation Reserve, (ii) at no time shall the Dollar Amount of the Revolving Credit Obligations denominated in Agreed Currencies other than Dollars exceed the Foreign Currency Sublimit and (iii) at no time shall the Facility Obligations Amount exceed the Collateral Value Amount. Subject to issuethe terms of this Agreement, extend the Borrowers may borrow, repay and renew in reborrow Revolving Loans at any time prior to the Termination Date applicable to such Lender’s Applicable PercentageRevolving Loan Lenders. The Revolving Loans made pursuant to this Section 2.1 shall be, Several Letters of Credit at the request of and for the account option of the BorrowerBorrowers, selected in accordance with Section 2.7, either Floating Rate Advances in Dollars or Eurocurrency Rate Advances in any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1Agreed Currency; provided, however, that the initial Revolving Loans shall be Floating Rate Advances in Dollars but may be converted into Eurocurrency Rate Advances in accordance with Section 2.7. On the applicable Termination Date, the Borrowers shall repay in full the outstanding principal balance of the Revolving Loans required to be repaid on such date. (ii) Each Advance under this Section 2.1(A) shall consist of Revolving Loans made by each Revolving Loan Lender ratably in proportion to such Lender’s respective Pro Rata Share. Prior to the Non-Extended Revolving Loan Termination Date, Revolving Loans shall be made by both Extending Lenders and Non-Extending Lenders in accordance with their respective Pro Rata Shares of Revolving Credit Availability. Revolving Loans made by both Extending Lenders and Non-Extending Lenders shall be deemed to constitute a single Advance having the same Interest Period. (iii) For the avoidance of doubt, Revolving Loans made on the Non-Extended Revolving Loan Termination Date shall be made by Extending Lenders in accordance with their respective Pro Rata Shares of Revolving Credit Availability (after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed termination of the Aggregate Commitments, (y) the aggregate Outstanding Amounts Revolving Loan Commitments of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 Extending Lenders and subject to the other terms repayment of any Revolving Loans of the Extending Lenders and conditions hereof, the Borrower may borrow reallocation of participation interests in L/C Obligations and Swing Line Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1in the manner contemplated by Sections 2.5(B) on such date).

Revolving Loan Commitment. Upon and subject Subject to the terms and conditions ------------------------- set forth herein, (a) each Lender severally and for itself agrees to make revolving loans (each a "Revolving Loan" and collectively the "Revolving Loans") to -------------- --------------- the Borrower, in Dollars to the Borrower (collectively called the “Loans” Dollars, at any time and individually called a “Loan”) from time to time on any Business Day time, during the Availability Period in period from and including the Closing Date to but not including the Maturity Date (or such Lender’s Applicable Percentage of such aggregate amounts earlier date if the Revolving Committed Amount has been terminated as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1provided herein); provided, however, -------- ------- that after giving effect to any Credit Extension, (xi) the Total Outstandings sum of the aggregate amount of Revolving Loans outstanding plus the aggregate amount of LOC Obligations outstanding shall not exceed the Aggregate Commitments, lesser of (yA) the aggregate Outstanding Amounts Revolving Committed Amount minus the Excess Payables or (B) the Borrowing Base minus the Excess ----- ----- Payables and (ii) with respect to each individual Lender, the Lender's pro rata share of any Lender outstanding Revolving Loans plus such Lender's pro rata share of LOC Obligations shall not exceed such Lender’s 's Revolving Loan Commitment and Percentage of the lesser of (zA) the aggregate LC Obligations with respect Revolving Committed Amount minus the Excess Payables, or (B) the Borrowing Base ----- minus the Excess Payables. Subject to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits terms of this Credit ----- Agreement (including Section 2.1 and subject to the other terms and conditions hereof3.3), the Borrower may borrow Loans under this Section 2.1borrow, prepay Loans under Section 2.3 repay and reborrow Loans under this Section 2.1Revolving Loans.

Revolving Loan Commitment. Upon and subject to Each of the terms and conditions set forth hereinLenders, (a) each Lender severally and for itself alone, agrees to make revolving loans in Dollars to the Borrower (herein collectively called the “"Revolving Loans” " and individually called a “"Revolving Loan”") to the Parent and, with respect to Canadian Dollar Loans, the Co-Borrowers, on a revolving basis from time to time on any Business Day during before the Availability Period Revolving Loan Termination Date in such Lender’s Applicable 's Percentage of such aggregate amounts as the Borrower Parent or the Co-Borrowers may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters request from all Lenders. The aggregate Dollar Equivalent principal amount of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of Revolving Loans which any Lender shall not exceed be committed to have outstanding to the Parent and the Co-Borrowers, when added to the amount of such Lender’s Commitment and (z) 's Dollar Equivalent participation in the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries and outstanding pursuant to Section 2.2 or drawn and not reimbursed pursuant to Section 4.10, shall not at any one time exceed the Nonamount with respect to Revolving Loans set opposite such Lender's name on Schedule 2.1 hereto. The aggregate principal Dollar Equivalent amount of Revolving Loans which all Lenders shall be committed to have outstanding hereunder to the Parent and the Co-Insurance Subsidiary Letter Borrowers, when added to the aggregate Dollar Equivalent amount of Letters of Credit Sublimit. Within issued and outstanding pursuant to Section 2.2 or drawn and not reimbursed pursuant to Section 4.10, shall not at any one time exceed $60,000,000; and provided further that the limits aggregate principal Dollar Equivalent amount of this Section 2.1 and subject Canadian Dollar Loans which all Lenders shall be committed to have outstanding hereunder to the other terms Parent and conditions hereofthe Co-Borrowers, when added to the Borrower may borrow Loans under this aggregate Dollar Equivalent amount of Letters of Credit denominated in Canadian Dollars issued and outstanding pursuant to Section 2.12.2 or drawn and not reimbursed pursuant to Section 4.10, prepay Loans under Section 2.3 shall not at any one time exceed $10,000,000. The foregoing commitment of each Lender is herein called its "Revolving Loan Commitment" and reborrow Loans under this Section 2.1collectively the "Revolving Loan Commitments."

Revolving Loan Commitment. Upon and During the Commitment Period, subject to the terms and conditions set forth hereinhereof, (a) each Lender Bank severally and for itself agrees to make revolving credit loans in Dollars (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully purposes hereinafter set forth in Section 3.1forth; provided, however, that (i) with regard to the Banks collectively, the amount of the Revolving Loans outstanding shall not at any time exceed TWO HUNDRED TWENTY-FIVE MILLION DOLLARS ($225,000,000) in the aggregate (as such aggregate maximum amount may be reduced from time to time as hereinafter provided, the "Revolving Committed Amount"), and (ii) with regard to each Bank individually, each such Bank's pro rata share of outstanding Revolving Loans shall not at any time exceed such Bank's Revolving Committed Amount; and provided, further, that notwithstanding anything herein to the contrary, the sum of Revolving Loans plus Swingline Loans plus Competitive Loans shall not at any time exceed the lesser of the aggregate Revolving Committed Amount or the Borrowing Base. Revolving Loans hereunder may consist of Base Rate Loans or Eurodollar Loans (or a combination thereof) as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. The Borrower may, not more than 90 days but not less than 60 days prior to the third anniversary date of the Closing Date and each anniversary date thereafter, by notice to the Administrative Agent, make written request of the Banks to extend the Termination Date for an additional period of one year. The Administrative Agent will give prompt notice to each of the Banks of its receipt of any such request for extension of the Termination Date. Each Bank shall make a determination not later than 30 days prior to the then applicable anniversary date as to whether or not it will agree to extend the Termination Date as requested; provided, however, that failure by any Bank to make a timely response to the Borrower's request for extension of the Termination Date shall be deemed to constitute a refusal by the Bank to extend the Termination Date. If, in response to a request for an extension of the Termination Date, one or more Banks shall fail to agree to the requested extension (the "Disapproving Banks"), then provided that the requested extension is approved by Banks holding at least 75% of the Commitments hereunder (the "Approving Banks"), the Borrower may, at its own expense with the assistance of the Administrative Agent, within a period of 30 days thereafter, make arrangements for another bank or financial institution agreeable to the extension of such Termination Date and reasonably acceptable to the Administrative Agent, to acquire, in whole or in part, the Loans and Commitments of the Disapproving Banks, whereupon after giving effect to any Credit Extension, (x) the Total Outstandings assignment of the Disapproving Banks' Loans and Commitments in accordance with the terms hereof the Termination Date shall not exceed be extended and the Aggregate Commitments, (y) credit facility continued hereunder at existing levels. If on the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) other hand the aggregate LC Obligations with respect Borrower is unable to Letters of Credit issued make arrangements for the account replacement of Non-Insurance Subsidiaries the Disapproving Banks in accordance with the terms hereof, then the Borrower shall not exceed have the Non-Insurance Subsidiary Letter option of Credit Sublimit(i) continuing the credit facility hereunder at existing levels until the Termination Date then in effect without extension, or (ii) upon payment to the Disapproving Banks of the amount of Loans and other amounts owing to them and termination of their Commitments hereunder, extending and continuing the credit facility hereunder at a lower aggregate amount equal to the Commitments held by the Approving Banks until the new Termination Date as extended. Within Where any such arrangements are made for another bank or financial institution to acquire the limits Loans and Commitments of this Section 2.1 a Disapproving Bank, or any portion thereof, then upon payment of the Loans and other amounts owing to it and termination of its Commitments relating thereto, such Disapproving Bank shall promptly transfer and assign, in whole or in part, as requested, without recourse (in accordance with and subject to the other terms provisions of Section 10.03), all or part of its interests, rights and conditions hereof, the Borrower may borrow Loans obligations under this Section 2.1, prepay Loans under Section 2.3 Credit Agreement to such bank or financial institution which shall assume such assigned obligations and reborrow Loans become a "Bank" under this Section 2.1Credit Agreement (which assignee may be another Bank, if a Bank accepts such assignment); provided, that such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority.

Revolving Loan Commitment. Upon and subject (i) Subject to the terms and conditions set forth herein, (a) each Lender severally and for itself agrees to make revolving loans in Dollars (each a "Revolving Loan" and collectively the "Revolving Loans") to the Borrower (collectively called the “Loans” Borrower, in Dollars, at any time and individually called a “Loan”) from time to time on any Business Day time, during the Availability Period in period from and including the Effective Date to but not including the Maturity Date (or such earlier date if the Revolving Committed Amount has been terminated as provided herein); provided, however, that (A) the sum of the aggregate amount of Revolving Loans outstanding plus the aggregate amount of Swingline Loans outstanding plus the aggregate amount of all LC Obligations outstanding shall not exceed the Revolving Committed Amount and (B) with respect to each individual Lender (other than the Swingline Lender), the Lender's Pro Rata Share of outstanding Revolving Loans plus such Lender’s Applicable Percentage 's Pro Rata Share of outstanding Swingline Loans plus such aggregate amounts as Lender's Pro Rata Share of outstanding LC Obligations shall not exceed such Lender's Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may from time borrow, repay and reborrow Revolving Loans. (ii) Subject to time requestthe terms and conditions set forth herein, (b) each Lender severally agrees to issue, extend and renew participate in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and Facility LCs issued pursuant to Section 4 for the account of the Borrower, any Insurance Subsidiary or, subject ; provided that in no event may the aggregate amount of all outstanding LC Obligations exceed the lesser of (A) the Aggregate LC Commitment or (B) an amount equal to the Non-Insurance Subsidiary Letter Revolving Committed Amount minus the sum of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1all outstanding Loans.

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth herein, (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from From time to time on any Business Day during occurring from and after the Availability Period in Amendment Effective Date but prior to the Commitment Termination Date, each Lender that has a Revolving Loan Commitment agrees that it will make loans (relative to such Lender’s Applicable , its "LOANS") to the Borrowers equal to such Lender's Percentage of the aggregate amount of each Borrowing of the Loans requested by either of the Borrowers to be made on such aggregate amounts as day. On the Borrower terms and subject to the conditions hereof, the Borrowers may from time to time requestborrow, prepay and reborrow Loans. No Lender shall be permitted or required to make any Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Loans of such Lender, together with such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account Each of the Borrowerparties hereto acknowledges and agrees that the Existing Loans shall continue as Loans for all purposes under this Agreement and the Loan Documents, any Insurance Subsidiary orwith each Lender's share of the Loans being set forth opposite its name on SCHEDULE II hereto or set forth in a Lender Assignment Agreement, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, as such amount may be adjusted from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject pursuant to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1.

Revolving Loan Commitment. Upon On the terms and subject to the terms and conditions set forth hereinof this Agreement (including Article V), (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during occurring prior to the Availability Period Revolving Loan Commitment Termination Date, revolving loans (relative to each Lender, its "Revolving Loan"), term loans (relative to each Lender, its "Term Loan") and capital expenditure loans (relative to each Lender, its "CapEx Loans"), in each case in an amount equal to such Lender’s Applicable 's Percentage of such the aggregate amounts as amount of the Borrowing of the Loans requested by the Borrower Representative to be made on such day; provided, that (a) not more than $2,108,000 in aggregate principal amount of the Term Loans may from time to time request, be made on the date of the initial Credit Extension and no Term Loans may be made after the date that is 90 days after the date of the initial Credit Extension and (b) no CapEx Loans may be made after the date that is 18 months after the date of initial Credit Extension. In addition, each Lender severally agrees Issuer, for and on behalf of the Lenders, shall issue prior to issue, extend and renew in such Lender’s Applicable Percentage, Several the Revolving Loan Commitment Termination Date standby letters of credit ("Letters of Credit at the request Credit") with a Stated Expiry Date not later than one year from such requested date of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Periodissuance, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters Lenders shall participate therein as herein provided. The commitment of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period each Issuer and each Lender agrees to purchase risk participations described in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 is herein referred to as its "Revolving Loan Commitment". On the terms and subject to the other terms and conditions hereof, the Borrower Representative may borrow Loans under this Section 2.1(i) from time to time borrow, prepay Loans under Section 2.3 and reborrow the Revolving Loans, (ii) borrow from time to time the Term Loans under this Section 2.1and CapEx Loans and (iii) request the issuance or extension of the Stated Expiry Date of any Letter of Credit. No amounts paid or prepaid with respect to Term Loans and CapEx Loans may be reborrowed.

Revolving Loan Commitment. Upon Subject to and subject to upon the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each Lender Bank severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiariesagrees, from time to time during from the Availability PeriodClosing Date until April 30, and 2000 (csuch date, as extended, if extended in the sole discretion of the Banks as hereinafter provided, is hereinafter referred to as the "Termination Date") to make revolving credit loans (each a "Committed Revolving Loan" and, collectively, the Fronting Bank agrees "Committed Revolving Loans") to issue, extend and renew Fronted Letters of Credit the Borrower for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully purposes hereinafter set forth in Section 3.1forth; provided, however, that after giving effect (i) with regard to the Banks collectively, the amount of Committed Revolving Loans outstanding shall not at any Credit Extensiontime exceed ONE HUNDRED EIGHTY-SEVEN MILLION DOLLARS ($187,000,000) in the aggregate (as such aggregate maximum amount may be reduced from time to time as hereinafter provided, the "Revolving Committed Amount"), and (ii) with regard to each Bank individually, each such Bank's pro rata share of outstanding Committed Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed such Bank's Revolving Committed Amount; and provided, further, that notwithstanding anything herein to the contrary, (xA) the Total Outstandings sum of Committed Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate Commitments, (yB) the aggregate Outstanding Amounts Revolving Committed Amount. Committed Revolving Loans hereunder may consist of Base Rate Loans, Eurodollar Loans or Adjusted CD Loans (or a combination thereof) as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. No more than 10 Interest Periods may be outstanding at any time. The Borrower may, within 90 days prior to April 30, 1998 and within 90 days prior to each anniversary date thereafter (April 30, 1998 and each anniversary date thereof being referred to as an "Anniversary Date"), by notice to the Administrative Agent, make written request of the Banks to extend the Termination Date for an additional period of one year. The Administrative Agent will give prompt notice to each of the Banks of its receipt of any Lender such request for extension of the Termination Date. Each Bank shall make a determination not exceed later than 30 days prior to the then applicable Anniversary Date as to whether or not it will agree to extend the Termination Date as requested; provided, however, that failure by any Bank to make a timely response to the Borrower's request for extension of the Termination Date shall be deemed to constitute a refusal by the Bank to extend the Termination Date. If, in response to a request for an extension of the Termination Date, one or more Banks shall fail to agree to the requested extension (the "Disapproving Banks"), then provided that the requested extension is approved by Banks holding at least 75% of the Commitments hereunder (the "Approving Banks"), the credit facility may be extended and continued at the option of the Borrower at a lower aggregate amount equal to the Commitments held by the Approving Banks. In any such Lender’s Commitment case, (i) the Termination Date relating to the Commitments held by the Disapproving Banks shall remain as then in effect with repayment of Obligations held by such Disapproving Banks being due on such date and termination of their respective Commitments on such date, (ii) the Termination Date relating to the Commitments held by the Approving Banks shall be extended by an additional one year period, and (ziii) the aggregate LC Borrower may, at its own expense with the assistance of the Administrative Agent, make arrangements for another bank or financial institution reasonably acceptable to the Administrative Agent to acquire, in whole or in part, the Obligations and Commitments of the Disapproving Banks. Where any such arrangements are made for another bank or financial institution to acquire the Obligations and Commitments of a Disapproving Bank, or any portion thereof, then upon payment of the Obligations and termination of the Commitments relating thereto, such Disapproving Bank shall promptly transfer and assign, in whole or in part, as requested, without recourse (in accordance with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 and subject to the other terms provisions of Section 10.03), all or part of its interests, rights and conditions hereof, the Borrower may borrow Loans obligations under this Section 2.1Credit Agreement to such bank or financial institution which shall assume such assigned obligations (which assignee may be another Bank, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1if a Bank accepts such assignment); provided, that such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority.

Revolving Loan Commitment. Upon and subject (1) Subject to the terms and conditions set forth hereinin this Agreement and the other Loan Documents, (a) each Lender of the Lenders, severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) alone, from time to time from the Effective Date to but not including the Termination Date agrees to make: (a) loans to the Borrower on any Business Day during the Availability Period a revolving basis, at such times and in an amount equal to such Lender’s Applicable 's Percentage of such aggregate amounts as the Borrower may request from time to time request, all of the Lenders under the Commitment A (the "Revolving A Loan"); (b) each Lender severally agrees loans to issuethe Borrower on a revolving basis, extend at such times and renew in an amount equal to such Lender’s Applicable Percentage, Several Letters 's Percentage of Credit at such aggregate amounts as the Borrower may request of and for the account from all of the Borrower, any Insurance Subsidiary or, subject to Lenders under the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during Commitment B (the Availability Period, and "Revolving B Loan"); and (c) loans to the Fronting Bank agrees Borrower on a revolving basis, at such times and in an amount equal to issue, extend and renew Fronted Letters such Lender's Percentage of Credit for such aggregate amounts as the account Borrower may request from all of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank Lenders under the Fronted Letters of Credit as more fully set forth in Section 3.1Commitment C (the "Revolving C Loan"); provided, however, that after giving effect to any Credit Extension, in no event shall: (x) the aggregate principal amount of Revolving Loans then outstanding or which any Lender shall be committed to have outstanding to the Borrower, when added to the amount of such Lender's participation in the Letters of Credit issued and outstanding pursuant to Section 3.1 or drawn and not reimbursed pursuant to Section 3.9, exceed at any time such Lender's Percentage of the Total Outstandings shall not exceed the Aggregate Commitments, Commitment Amount; and (y) the aggregate Outstanding Amounts principal amount of any Lender all Revolving Loans then in effect which all the Lenders shall not exceed such Lender’s Commitment and (z) be committed to have outstanding to the Borrower, when added to the aggregate LC Obligations with respect to face amount of Letters of Credit issued for and outstanding pursuant to Section 3.1 or drawn and not reimbursed pursuant to Section 3.9, exceed at any one time the account Total Commitment Amount then in effect. (2) Revolving Loans as made by the Lenders shall be, applied, first, against the Commitment A until such Commitment is exhausted, thereby constituting Revolving A Loans, second, against the Commitment B until such Commitment is exhausted, thereby constituting Revolving B Loans and, third, against the Commitment C until such Commitment is exhausted, thereby constituting Revolving C Loans. (3) In the event the aggregate outstanding principal balance of Non-Insurance Subsidiaries shall not exceed all Revolving Loans plus the Non-Insurance Subsidiary Letter aggregate face amount of Letters of Credit Sublimit. Within issued and outstanding or drawn and not reimbursed at any one time exceeds the limits of this Section 2.1 and subject to the other terms and conditions hereofTotal Commitment Amount, the Borrower shall, without notice or demand of any kind, immediately make such repayments of the Revolving Loans or pledge cash collateral to the Agent (pursuant to documentation reasonably satisfactory to the Required Lenders, the Issuing Lender and the Agent) in an amount equal to such excess or take such other actions as shall be necessary to eliminate such excess. Any such repayments shall be applied, first, to reduce outstanding Revolving C Loans, second, to reduce outstanding Revolving B Loans, and third, to reduce outstanding Revolving A Loans. (4) All Revolving Loans shall be repaid by the Borrower on the Termination Date, unless paid or payable sooner pursuant to the provisions of this Agreement. (5) Each Revolving Loan shall be either a Floating Rate Loan or a Eurodollar Loan (each being herein called a "Type" of Revolving Loan), as the Borrower shall specify in the related Borrowing Request or Continuation/ Conversion Notice pursuant to Section 2.2. Floating Rate Loans and Eurodollar Loans may borrow be outstanding at the same time, provided, that (a) in the case of Eurodollar Loans, not more than ten (10) different Interest Periods shall be outstanding at any one time for all such Eurodollar Loans, and (b) the Borrower shall specify Revolving Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1Interest Periods such that no payment or prepayment of any principal on any Revolving Loan shall result in a breakage of any Interest Period.

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth herein, (a) each Each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary oragrees, subject to the Non-Insurance Subsidiary Letter limitations set forth below with respect to the maximum amount of Credit SublimitRevolving Loans permitted to be outstanding from time to time, Non-Insurance Subsidiaries, to lend to Company from time to time during the Availability Period, and (c) period from the Fronting Bank agrees Effective Date to issue, extend and renew Fronted Letters but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of Credit the aggregate amount of the Revolving Loan Commitments to be used for the account purposes identified in subsection 2.5A. The original amount of each Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the BorrowerRevolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, any Insurance Subsidiary or, subject to further that the Non-Insurance Subsidiary Letter amount of Credit Sublimit, Non-Insurance Subsidiaries the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed up to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the following limitations in the amounts and during the Availability Period and periods indicated: (a) in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect; and (b) for 30 consecutive days during each Lender agrees to purchase risk participations in consecutive twelve-month period, the obligations sum of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x1) the Total Outstandings aggregate outstanding principal amount of all Revolving Loans plus (2) the aggregate outstanding principal amount of all Swing Line Loans minus (3) the aggregate outstanding principal amount of all Acquisition Loans, shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1$25,000,000.

Revolving Loan Commitment. Upon and subject Subject to the terms and conditions set forth herein, (a) each Lender severally and for itself agrees to make revolving loans in Dollars (each a "REVOLVING LOAN" and collectively the "REVOLVING LOANS") to the Borrower (collectively called the “Loans” Borrower, in Dollars, at any time and individually called a “Loan”) from time to time on any Business Day time, during the Availability Period in period from and including the Effective Date to but not including the Maturity Date (or such Lender’s Applicable Percentage of such aggregate amounts earlier date if the Revolving Committed Amount has been terminated as provided herein); PROVIDED, HOWEVER, that (i) the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account sum of the Borrower, any Insurance Subsidiary or, subject to aggregate amount of Revolving Loans outstanding plus the Non-Insurance Subsidiary Letter aggregate amount of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during LOC Obligations outstanding plus the Availability Period, and aggregate amount of Synthetic Lease Obligations outstanding shall not exceed (cA) the Fronting Bank agrees to issue, extend and renew Fronted Letters lesser of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, Revolving Committed Amount and (y) the Borrowing Base Assets and (B) until such time as the Indenture Default is cured or an Acceleration Event occurs, $15,000,000; PROVIDED FURTHER, HOWEVER, that if an Acceleration Event occurs, the sum of the aggregate Outstanding Amounts amount of any Lender Revolving Loans outstanding plus the aggregate amount of LOC Obligations outstanding plus the aggregate amount of Synthetic Lease Obligations outstanding may only exceed $15,000,000 if such excess amount is used to retire the Securities and (ii) with respect to each individual Lender, the Lender's pro rata share of outstanding Revolving Loans plus such Lender's pro rata share of outstanding LOC Obligations plus such Lender's pro rata share of the aggregate amount of the outstanding Synthetic Lease Obligations shall not exceed such Lender’s 's Revolving Loan Commitment and (z) Percentage of the aggregate LC Obligations with respect Revolving Committed Amount. Subject to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits terms of this Credit Agreement (including Section 2.1 and subject to the other terms and conditions hereof3.3), the Borrower may borrow Loans under this Section 2.1borrow, prepay Loans under Section 2.3 repay and reborrow Loans under this Section 2.1Revolving Loans.

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth herein, (a) each Each Revolving Lender severally and for itself agrees to make loans on a revolving loans in Dollars basis ("Revolving Loans") to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during until the Availability Period Termination Date in such Revolving Lender’s Applicable 's Revolving Percentage of such aggregate amounts as the Borrower may request, provided that (x) the Revolving Outstandings will not, at any time, exceed the Revolving Commitment Amount and (y) 130% of the Outstandings will not, at any time, exceed the Borrowing Base and (b) (i) the Fronting Lender agrees from time to time request, (b) each Lender severally agrees until the Termination Date to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and issue Drafting Agreements to Manufacturers for the account of the BorrowerBorrower and any Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries and except that, for so long as any Insurance Subsidiary orFord Restriction exists, subject the Fronting Lender shall not be obligated to enter into a Drafting Agreement with Ford), as more fully set forth in Sections 2.4 through 2.6, and to permit Manufacturers that are parties to Drafting Agreements to make Drafts on accounts of the Non-Insurance Subsidiary Letter of Credit SublimitFronting Lender in accordance with such Drafting Agreements (it being understood that the Fronting Lender may, Non-Insurance Subsidiariesin its sole and absolute discretion, accept Drafts from time Manufacturers and Auction Houses that are not parties to time during the Availability PeriodDrafting Agreements), and (cii) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided2.7.2, howevereach Revolving Lender agrees to purchase a participation in each such Drafting Agreement and each such Draft, provided that after giving effect to any Credit Extension, (x) the Total Revolving Outstandings shall will not at any time exceed the Aggregate Commitments, Revolving Commitment Amount and (y) 130% of the aggregate Outstanding Amounts of Outstandings will not, at any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not time, exceed the Non-Insurance Subsidiary Letter of Credit SublimitBorrowing Base. Within the limits of this As more fully described in Section 2.1 and subject to the other terms and conditions hereof2.7.1(a), the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 agrees to reimburse the Fronting Lender for each Draft made against it and reborrow Loans under this Section 2.1each reimbursement obligation of the Borrower with respect thereto shall be automatically refunded with a Revolving Loan.

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth hereinhereof, (a) each Lender of the Lenders severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” Loans and individually called a “"Loan”") from time to time on any Business Day during the Availability Period period from the Amendment Effective Date to the Commitment Termination Date, in such Lender’s Applicable Percentage 's Pro Rata Share of such aggregate amounts as the Borrower may from time to time requestrequest from all Lenders, provided that the aggregate principal amount of all Loans which all Lenders shall be committed to have outstanding at any one time shall not exceed an amount equal to (i) the aggregate amount of the Commitments minus (ii) the LC Obligations; and (b) each Lender severally the LC Issuer agrees to issue, extend and renew issue letters of credit in such Lender’s Applicable Percentage, Several accordance with Article III (the "Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance SubsidiariesCredit"), from time to time on any Business Day during the Availability Period, and (c) period from the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject Amendment Effective Date to the Non-Insurance Subsidiary Letter of Credit SublimitCommitment Termination Date and, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided3.2, howevereach Lender agrees to purchase a Risk Participation in such Letter of Credit, provided that the aggregate LC Obligations shall not at any time exceed the lesser of (i) $150,000,000 or (ii) an amount equal to (A) the aggregate amount of the Commitments minus (B) the aggregate amount of all outstanding Loans. In no event shall any Lender be required or permitted to make any Credit Extension if, immediately after giving effect to any such Credit Extension, (x) Extension and the Total Outstandings shall not exceed application of the Aggregate Commitments, (y) proceeds thereof to the aggregate Outstanding Amounts extent applied to the repayment of any Lender shall not outstanding Obligations, the Lender's Credit Extensions would exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit's Commitment. Within the limits of this Section 2.1 each Lender's Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 2.6 and reborrow Loans under this Section 2.1.

Revolving Loan Commitment. Upon and subject (i) Subject to the terms and conditions set forth herein, (a) each Lender severally and for itself agrees to make revolving loans in Dollars (each a "Revolving Loan" and collectively the "Revolving Loans") to the Borrower (collectively called the “Loans” Borrower, in Dollars, at any time and individually called a “Loan”) from time to time on any Business Day time, during the Availability Period in period from and including the Effective Date to but not including the Maturity Date (or such earlier date if the Revolving Committed Amount has been terminated as provided herein); provided, however, that (A) the sum of the aggregate amount of Revolving Loans outstanding plus the aggregate amount of Swingline Loans outstanding plus the aggregate amount of all LC Obligations outstanding (collectively, the "Outstanding Credit Extensions") shall not exceed the Revolving Committed Amount and (B) with respect to each individual Lender (other than the Swingline Lender), the Lender's Pro Rata Share of outstanding Revolving Loans plus such Lender’s Applicable Percentage 's Pro Rata Share of outstanding Swingline Loans plus such aggregate amounts as Lender's Pro Rata Share of outstanding LC Obligations shall not exceed such Lender's Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may from time borrow, repay and reborrow Revolving Loans. (ii) Subject to time requestthe terms and conditions set forth herein, (b) each Lender severally agrees to issue, extend and renew participate in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and Facility LCs issued pursuant to Section 4 for the account of the Borrower, any Insurance Subsidiary or, subject ; provided that in no event may the aggregate amount of all outstanding LC Obligations exceed the lesser of (A) the Aggregate LC Commitment or (B) an amount equal to the Non-Insurance Subsidiary Letter Revolving Committed Amount minus the sum of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1all outstanding Loans.

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth hereinhereof, (a) each Lender of the Lenders severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period period from the Amendment Effective Date to the Commitment Termination Date, in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time requestrequest from all Lenders, provided that the aggregate principal amount of all Loans which all Lenders shall be committed to have outstanding at any one time shall not exceed an amount equal to (i) the Aggregate Commitments minus (ii) the LC Obligations; and (b) each Lender severally LC Issuer agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several issue Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, in Dollars or an Alternative Currency from time to time on any Business Day during the Availability Period, and (c) period from the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject Amendment Effective Date to the Non-Insurance Subsidiary Letter of Credit SublimitCommitment Termination Date and, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, howevereach Lender agrees to purchase a risk participation in such Letter of Credit, provided that after giving effect to any Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment and (z) the aggregate LC Obligations with respect shall not at any time exceed the lesser of (i) the Letter of Credit Sublimit or (ii) an amount equal to (A) the Aggregate Commitments minus (B) the aggregate amount of all outstanding Loans and (y) Letters of Credit issued for the account of Non-Subsidiaries which are not Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter Sub LC Sublimit. In no event shall any Lender be required or permitted to make any Credit Extension if, immediately after giving effect to such Credit Extension and the application of the proceeds thereof to the extent applied to the repayment of any outstanding Obligations, the Lender’s Credit SublimitExtensions would exceed such Lender’s Commitment. Within the limits of this Section 2.1 each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1.

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth hereinEach Lender, (a) each Lender severally and for itself agrees to not jointly, shall make such revolving loans and advances (the "Revolving Loans") to Borrower in Dollars aggregate amounts outstanding at any time equal to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable 's Commitment Percentage of such aggregate amounts as the Borrower may shall from time to time request, (bin accordance with the terms of paragraph 2(b) each Lender severally agrees hereof. The aggregate unpaid principal amount of all Revolving Loans outstanding at any one time made to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time during the Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1; provided, however, that after giving effect to any Credit Extension, (x) the Total Outstandings Borrower shall not exceed the Aggregate Commitments, lesser of (yA) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Commitment Borrowing Base and (zB) the aggregate LC Obligations with respect to Letters of Credit issued for Revolving Loan Commitment, minus the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary outstanding Letter of Credit SublimitObligations. Within All Revolving Loans shall be repaid in full upon the limits earlier to occur of (i) the end of the Term and (ii) the acceleration of the Liabilities pursuant to paragraph 18 of this Section 2.1 Agreement. If at any time the outstanding principal balance of the Revolving Loans made to Borrower exceeds (A) the Borrowing Base or (B) the Revolving Loan Commitment, minus the outstanding Letter of Credit Obligations, Borrower shall immediately, and subject without the necessity of a demand by Agent, pay to Agent such amount as may be necessary to eliminate such excess, and Agent shall apply such payment pro rata according to the other terms Commitment Percentage of each Lender against the outstanding principal balance of the Revolving Loans. In addition, if at any time the sum of (i) the outstanding principal balance of the Loans and conditions hereof(ii) the outstanding Letter of Credit Obligations exceeds the Total Credit Facility, Borrower shall immediately and without the necessity of a demand by Agent pay to Agent such amount as may be necessary to eliminate such excess, and Agent shall apply such payment against the outstanding principal balance of the Loans in such order as Agent shall determine in its sole discretion. Borrower hereby authorizes Agent to charge any of Borrower's accounts to make any payments of principal or interest required by this Agreement. All Revolving Loans shall, in Agent's sole discretion, be evidenced by one or more Revolving Notes in substantially the form attached hereto as Exhibit 2(a). However, if such Revolving Loans are not so evidenced, such Revolving Loans may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 be evidenced solely by entries upon the books and reborrow Loans under this Section 2.1records maintained by Agent.

Revolving Loan Commitment. Upon and subject to the terms and conditions set forth herein, (a) each Each Lender severally and for itself agrees to make revolving loans in Dollars to alone, hereby agrees, on the Borrower (collectively called the “Loans” terms and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimitconditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, Non-Insurance Subsidiaries, to make loans to Borrower on a revolving basis from time to time during the Availability Commitment Period, and (c) the Fronting Bank agrees in an amount not to issue, extend and renew Fronted Letters of Credit for the account exceed its Commitment Percentage of the BorrowerTotal Available Revolving Commitment (each such loan by any Lender, any Insurance Subsidiary ora "Revolving Loan" and collectively, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 3.1"Revolving Loans"); provided, however, that that, after giving effect to any Credit ExtensionBorrowing of Revolving Loans, the aggregate amount of all outstanding Revolving Loans, and the aggregate amount of all LC Obligations and Swing Line Loans then outstanding, shall not at any time exceed the lesser of (i) the Borrowing Base and (ii) the Total Revolving Commitment; provided, further, that in no event may Borrower make any Borrowing of Revolving Loans the effect of which would cause Borrower to have on hand Cash or Cash Equivalents in excess of $7,000,000 for a period greater than five (5) consecutive Business Days. All Revolving Loans comprising the same Borrowing hereunder shall be made by the Revolving Lenders simultaneously and in proportion to their respective Revolving Commitments. Prior to the Termination Date, Revolving Loans may be repaid and reborrowed by Borrower in accordance with the provisions hereof and, except as otherwise specifically provided in Section 3.6, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type. Notwithstanding anything else herein to the contrary, the parties hereby acknowledge that (A) on the Restatement Date, the Total Revolving Commitment in effect immediately prior to the Restatement Date (which, for the avoidance of doubt, was $220,000,000) was permanently reduced by (x) the Total Outstandings shall not exceed the Aggregate Commitments, Converted Term Loan Amount; and (y) the aggregate Outstanding Amounts of any Lender shall not exceed such Lender’s Revolver Commitment Reduction; and (zB) on the aggregate LC Obligations with respect to Letters of Credit issued for Third Amended and Restated Effective Date, the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Within the limits of this Section 2.1 and subject Total Revolving Commitment in effect immediately prior to the other terms Third Amended and conditions hereofRestated Effective Date (which, for avoidance of doubt, is acknowledged to be $60,000,000) shall be permanently reduced by $25,000,000 and the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1the Lenders hereby acknowledge that the Total Revolving Commitment after such reduction shall be equal to $35,000,000.