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 the satisfaction of the applicable conditions precedent set forth in Sections 5.1, 5.2 and subject 5.3, from and including the Closing Date and prior to the Termination Date, each 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 as time (each individually, a “Revolving Loan” and, collectively, 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“Revolving Loans”); provided, however, that after giving effect to any (i) at no time shall the Dollar Amount of the Revolving Credit Extension, (x) the Total Outstandings shall not Obligations exceed the Aggregate CommitmentsRevolving Loan Commitment and (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. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Termination Date. The Revolving Loans made pursuant to this Section 2.1 shall be, at the option of the Borrowers, selected in accordance with Section 2.7, either Floating Rate Advances in Dollars or Eurocurrency Rate Advances in any Agreed Currency; provided, however, that (yi) no Eurocurrency Rate Advances in Dollars shall be made pursuant to this Section 2.1 on or prior to the aggregate Outstanding Amounts third (3rd) Business Day after the Closing Date and (ii) no Eurocurrency Rate Advances in Agreed Currencies other than Dollars shall be made pursuant to this Section 2.1 on or prior to the fourth (4th) Business Day after the Closing Date; provided, further, however, that if the Company (on behalf of itself or the Initial Subsidiary Borrower) delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance satisfactory to the Administrative Agent indemnifying the Lenders for the amounts described in Section 4.4 on or before the third (3rd) Business Day prior to the Closing Date, the Revolving Loans made on the Closing Date or any date thereafter may be Eurocurrency Rate Advances in Dollars. On the Termination Date, the Borrowers shall repay in full the outstanding principal balance of the Revolving Loans. Each Advance under this Section 2.1(A) shall consist of Revolving Loans made by each Lender shall not exceed ratably in proportion to 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 2.1respective Pro Rata Share.

Revolving Loan Commitment. Upon and subject Subject to the terms and conditions set forth hereinof this Agreement, (a) each Lender severally and for itself NBD agrees to make revolving loans in Dollars Revolving Loans to the Borrower (collectively called Borrowers, jointly and severally, on a revolving basis from the “Loans” Effective Date and individually called a “Loan”) from time to time on any Business Day during before the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts Termination Date as the Borrower 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 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 3.1NBD; provided, however, that after giving effect the aggregate principal amount of all Revolving Loans which NBD shall be committed to make at any Credit Extensiontime shall not, when added to the principal balance of the Revolving Loans outstanding at such time plus the aggregate face amount of all outstanding L/Cs, exceed (xi) the Total Outstandings shall not exceed the Aggregate Commitments, Borrowing Base at such time; or (yii) the aggregate Outstanding Amounts Commitment at such time. The Revolving Loans shall be evidenced by a Revolving Note of any Lender the Borrowers in substantially the form of Exhibit 2.1(a). The Revolving Note advanced under this Section 2.1(a) shall not exceed such Lender’s Commitment be dated the Effective Date and (zstated to mature on the Termination Date. Interest shall accrue on the unpaid principal balance of the Revolving Loans from time to time outstanding under this Section 2.1(a) at the aggregate LC Obligations Applicable Rate(s) and shall be payable 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 SublimitSection 4.2. Within the limits of this Section 2.1 the Commitment and subject to the other terms and conditions hereofof this Agreement, the Borrower Revolving Loans may borrow be borrowed, repaid and reborrowed prior to the Termination Date. Although the Revolving Note shall be expressed to be payable in the maximum amount of the Commitment, the Borrowers shall be obligated to pay only the unpaid balance of the Revolving Loans under this Section 2.1, prepay together with interest thereon and other amounts due in connection therewith as provided herein and in the Revolving Note. The proceeds of Revolving Loans under Section 2.3 and reborrow Loans under this Section 2.1shall be used by the Borrowers for working capital or other general corporate purposes of the Loan Parties.

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 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 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 during by 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 amount of any Lender shall not exceed such 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 (z) the aggregate LC Obligations all Revolving Loans and all other amounts owed hereunder with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries Revolving Loans and the Revolving Loan Commitments shall not exceed 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 Non-Insurance Subsidiary Letter of Credit SublimitRevolving Loan Commitment Termination Date. Within Anything contained in this Agreement to the limits of this Section 2.1 contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the other terms following limitations in the amounts and conditions hereof, during the Borrower may borrow Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1.periods indicated:

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 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 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.

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 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 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 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 Subject to the terms and conditions set forth hereinSection 9, (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 after the Closing Date until the Revolving Termination Date, the Lender will make loans on any Business Day during a revolving basis (collectively, the Availability Period "Revolving Loans") 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 Subsidiariesmay, from time to time during time, request up to the Availability PeriodRevolving Commitment. The Indebtedness of the Borrower outstanding under the Existing Note will be restructured as Revolving Loans under this Agreement, and the term "Revolving Loans" will for all purposes include all such indebtedness so restructured and any additional Revolving Loans made by the Lender under this Section 2.2. The obligations in connection with the Revolving Loans will be evidenced by and payable in accordance with the terms of a promissory note (cthe "Revolving Note") the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account made in favor of the BorrowerLender, any Insurance Subsidiary or, subject to dated as of the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period Closing Date and each Lender agrees to purchase risk participations in the obligations form of Exhibit A. The Borrower has the right to repay and reborrow any of the Fronting Bank under Revolving Loans; provided that it is a condition precedent to any reborrowing that as of the Fronted Letters date of Credit as more fully any reborrowing all of the conditions to borrowing 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 Sublimit9.2 have been satisfied or waived. Within the limits of this Section 2.1 and subject Each advance to the Borrower will, on the day of such advance, be deposited, in immediately available funds, in the Borrower's demand deposit account with the Lender or in such other terms account as the Borrower may, from time to time, designate. All Revolving Loans shall be repaid in full, together with any accrued and conditions hereofunpaid interest thereon, on the Revolving Termination Date. Notwithstanding anything in the Revolving Note or this Agreement to the contrary, the Borrower may borrow obligations in connection with the Revolving Loans under this shall become immediately due and payable as provided in Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.110.

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 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 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 after giving effect to any Credit Extension, (x) the Total Outstandings initial Revolving Loans shall not exceed be Floating Rate Advances in Dollars but may be converted into Eurocurrency Rate Advances in accordance with Section 2.7. On 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 hereofapplicable Termination Date, the Borrower may borrow Borrowers shall repay in full the outstanding principal balance of the Revolving Loans under this Section 2.1, prepay Loans under Section 2.3 and reborrow Loans under this Section 2.1required to be repaid on such date.

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 2.1.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. 2.02