Loan Documents. Any provision of any Loan Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or a proceeding shall be commenced by any Loan Party, or by any Governmental Authority having jurisdiction over any Loan Party, seeking to establish the invalidity or unenforceability thereof, or any Loan Party shall deny in writing that any Loan Party has any liability or obligation purported to be created under any Loan Document.

Loan Documentation. Administrative Agent shall have received all of the following, each dated (unless otherwise indicated or otherwise specified by Administrative Agent) the Closing Date, in form and substance satisfactory to Administrative Agent:

Loan Documents. The Agent shall have received a copy of this Agreement, the Note and all of the other Loan Documents, in each case, duly executed, notarized (if applicable) and delivered on behalf of each Borrower and/or Guarantor, as applicable that is a party to such document.

Loan Proceeds. The Borrowers shall use the proceeds of the Loan only for the purposes set forth in Section 2.1.4 hereof.

Loan Document. This Amendment shall constitute a Loan Document under the terms of the Loan Agreement.

Loan Terms. The minimum Participant Loan shall be $1,000. The maximum Participant Loan shall be the lesser of # 50% of the Vested balance in the Eligible Borrower’s Accounts; and # $50,000, reduced by the highest outstanding balance of any Participant Loan (or any loan from other tax-qualified plans of the Affiliated Companies) to such Eligible Borrower during the 12-month period ending on the day before the Participant Loan is made. Each Participant Loan shall bear a reasonable rate of interest. Each Participant Loan shall be required to be repaid in full within 5 years; provided, however, that if the Participant Loan is used to acquire a dwelling which is to be used within a reasonable time after the Participant Loan is made

Loan Proceeds. Upon the approval of an Eligible Borrower’s application for a Participant Loan, the Participant Loan proceeds shall be derived from the proceeds of the sale or redemption of Investment Funds in the Eligible Borrower’s Before-Tax, After-Tax and Rollover Accounts, and, effective as of January 1, 2013, Roth Account, in the manner specified in the Loan Procedures. The proceeds of such sales or redemptions shall be transferred # from the Eligible Borrower’s other Accounts to his Loan Account, and # from his Loan Account to the Eligible Borrower.

Term of Loan. Each loan shall specify a repayment period that shall not extend beyond five years. If a Participant’s employment is involuntarily terminated in connection with the sale, outsourcing or other divestiture of an Employer, then the Committee may establish uniform rules pursuant to which a Participant may elect a rollover of his or her outstanding loan to an Eligible Retirement Plan. However, the five-year limit shall not apply to any loan used to acquire any dwelling unit that, within a reasonable time, is to be used (determined at the time the loan is made) as the principal residence of the Participant, in which event the time limit shall be 15 years.

The Term Loan. Subject to the terms and conditions set forth herein, the Lender agrees to make a term loan to the Borrower (the “Term Loan”), which is due and payable on the Maturity Date, in an aggregate principal amount of $200,000,000, to be advanced in a single draw during the Availability Period. Amounts repaid on the Term Loan may not be reborrowed. The Term Loan shall be comprised of one or more individual Base Rate Loans and/or Eurodollar Rate Loans as set forth herein.

Term Loan Repayment. The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that all outstanding amounts under the Term Loan Credit Agreement have been, or will be, substantially concurrently with the Effective Date, repaid in full, and such Term Loan Credit Agreement has been, or will be, substantially concurrently with the Effective Date, terminated.