Common use of Term Loan Commitment Clause in Contracts

Term Loan Commitment. (a) In a single Borrowing (which shall be on a Business Day) occurring on the Closing Date, each Term Loan Lender that has an Initial Term Loan Commitment agrees that it will make initial term loans (relative to such Lender, its “Initial Term Loans”) to the Borrower equal to such Term Loan Lender’s Initial Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Initial Term Loans requested by the Borrower to be made on such day. The Initial Term Loan Commitment of each Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans as to itself. (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Term Loan Commitment. On the Revolving Period Commitment Termination Date (aunless such date shall occur as a result of clause (c) In a single Borrowing (which shall be on a Business Day) occurring on of the Closing Datedefinition thereof), each Term Loan Lender that has an Initial Term Loan Commitment agrees that it will make initial one term loans loan (relative to such Lender, its “Initial "Term Loans”Loan") to the Borrower equal to such Term the lesser of its Revolving Loan Lender’s Initial Term Loan and its Percentage multiplied by the aggregate amount of the Borrowing of Initial Term Loans requested by the Borrower to be made on such dayPeriod Commitment Amount. The Initial Term Loan Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such dayCommitment". Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans as to itself. (c) No amounts paid or prepaid with respect to the Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

Term Loan Commitment. (a) In a single Borrowing (which shall be on a Business Day) occurring on Subject to the Closing Dateterms and conditions hereof and relying upon the representations and warranties herein set forth, each Term Loan Lender that has an Initial holding any Term Loan Commitment severally agrees that it will to make initial a term loans loan (relative the "Term Loans") in Euros to the Borrowers at any time on or after the Closing Date to and including the Term Loan Draw Termination Date (such date, the "Term Loan Draw Date") in such principal amount as the Borrowers shall request up to but not exceeding such Lender's Term Loan Commitment; provided however, its “Initial (i) only one advance of the Term Loans”Loans may be made, (ii) the proceeds of the Term Loan shall be used to redeem and repay in full all outstanding Indebtedness under the Borrower equal 2012 Senior Notes and such 2012 Senior Notes shall be cancelled and (iii) after giving effect to such Term Loan Lender’s Initial Term Loan Percentage multiplied by advance, the aggregate amount of the Borrowing of Initial Term Loans requested by the Borrower to be made on such day. The Initial Term Loan Commitment of each Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added not exceed the Term Loan Commitment. The Lenders shall have no obligation to make Term Loans hereunder after the Term Loan Draw Termination Date. The Term Loan Commitments are not revolving credit commitments, and the Borrowers shall not have the right to borrow, repay and reborrow new funds under this Section 2.14. The Borrower Agent, on behalf of all Borrowers, shall have the right at any time and from time to time upon five (5) Business Days' prior written notice to the Administrative Agent to permanently reduce, in whole multiples of €5,000,000.00 of principal, or terminate the Term Loan Commitments without penalty or premium. The Term Loan Commitments shall automatically terminate upon the earlier to occur of (x) 11:59 pm (Pittsburgh time) on the Term Loan Draw Termination Date and form a part of(y) each then outstanding Borrowing the funding of Initial the Term Loans on the applicable Delayed Term Loan Draw Funding Date. For From the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent effective date of any other Term Loan Lender, and may amend such reduction or waive any condition termination the obligations of the Borrowers to pay the funding of Delayed Draw Term Loans as Commitment Fee pursuant to itselfSection 2.16 shall correspondingly be reduced or cease. (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Term Loan Commitment. Subject to the terms and conditions hereof, and in reliance upon the representations and warranties set forth herein, the Borrower may from time to time request Term Loans prior to the Maturity Date in amounts which do not exceed (ai) In a single Borrowing (which shall be on a Business Day) occurring on in the Closing Dateaggregate, each the Term Loan Commitments of the Lenders, (ii) at the time of any Extension of Credit under such Term Loan Commitments, the Term Loan Commitments of the Lenders then in effect on such date, and (iii) the aggregate amount available in the Escrow Account, for the purposes hereinafter set forth, and each Lender that has an Initial holding a Term Loan Commitment agrees agrees, severally, in accordance with its Term Loan Commitment Percentage, and not jointly, that it will make initial amounts released from the Escrow Account to the Borrower pursuant to paragraph (c) below shall be deemed to be term loans (relative to such Lendereach, its a “Initial Term LoansLoan”) extended to the Borrower equal to (through the Administrative Agent) as of the date of such Term Loan Lender’s Initial Term Loan Percentage multiplied by the aggregate release. The amount of the Borrowing aggregate Term Loan Commitments of Initial Term Loans requested the Lenders will be reduced dollar-for-dollar by the Borrower to be made on such day. The Initial Term Loan Commitment amount of each Term Loan Lender shall be automatically and permanently reduced to $0 on Extension of Credit (including by the amount of the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (bLoan) On any Business Day (the date of made hereunder, and each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount reduction of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw be made pro rata across all Term Loan Commitments of the Lenders according to the respective Term Loan Commitment on a several basis, independent Percentages of any other the Lenders. Any remaining Term Loan Lender, and may amend or waive any condition to Commitment shall be terminated on the funding of Delayed Draw Term Loans as to itself. (c) No amounts paid Maturity Date. Amounts repaid or prepaid with respect to on the Term Loans may not be reborrowed.

Term Loan Commitment. (a) In a single Borrowing On or no later than the second Business Day following the Effective Date, the Borrower shall give written notice to the Administrative Agent (which shall may be on a Business Daytransmitted by telecopier), substantially in the form of Exhibit D hereto, (the "Effective Date Borrowing Notice") occurring on stating that the Closing Date, each Term Loan Lender that has an Initial Term Loan Commitment agrees that it will make initial term loans (relative to such Lender, its “Initial conditions precedent set forth in Article III of this Agreement have been satisfied and requesting Revolving Credit Loans and/or Term Loans”, by specifying the principal amount of the Revolving Credit Loans and Term Loans to be outstanding under the Agreement immediately following such borrowings. Upon receipt of the Effective Date Borrowing Notice, the Administrative Agent shall promptly notify each Bank thereof. Each of the Banks shall make (i) a Revolving Credit Loan to the Borrower in a principal amount equal to the lesser of such Bank's Revolving Credit Commitment and such Bank's Revolving Credit Percentage of the principal amount of Revolving Credit Loans specified in the Effective Date Borrowing Notice and (ii) a loan (a "Term Loan") to the Borrower in a principal amount equal to the lesser of such Bank's Term Loan Lender’s Initial Commitment and such Bank's Percentage of the principal amount of Term Loan Percentage multiplied by Loans specified in the aggregate Effective Date Borrowing Notice; provided that to the extent that a Bank has outstanding "Revolving Credit Loans", as defined in the Existing Credit Agreement, the principal amount of the Loans to be funded by each Bank pursuant to the Effective Date Borrowing Notice shall be correspondingly reduced. If the Effective Date Borrowing Notice is given prior to 12:00 noon (Houston, Texas time) on any Business Day, each Bank shall fund its obligation in respect of Initial Term the Loans requested therein on such Business Day; provided that if the Effective Date Borrowing Notice is given after 12:00 noon (Houston, Texas time) on any Business Day, each Bank shall fund its obligation in respect of the Loans requested therein on the next succeeding Business Day. By not later than 2:00 p.m. (Houston, Texas time) on the borrowing date, each Bank shall make available to the Administrative Agent, at its address referred to in Section 10.3, in immediately available funds, the amount of the Loans to be funded by such Bank. After (and subject to) the Administrative Agent's receipt of such funds and upon satisfaction of the applicable conditions set forth in Article III, the Administrative Agent shall make such Loans available to the Borrower by transferring the amount thereof in immediately available funds for credit to an account (other than a payroll account) maintained by the Borrower to be made on such dayat the Administrative Agent, or otherwise as directed by the Borrower. The Initial Effective Date Borrowing Notice shall be irrevocable. The Term Loan Commitment of each the Banks to make Term Loans to the Borrower shall terminate upon the earlier to occur of (i) the making of the Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing date provided for in the Effective Date Borrowing Notice and (after giving effect to ii) the incurrence close of any Initial Term Loans business on such day). (b) On any the sixth Business Day (following the date of each such advance, a “Delayed Draw Funding Effective Date”) during, but not after, the Delayed Draw Availability Period, each . No amounts repaid or prepaid on any Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to may be made on such dayreborrowed. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw The Term Loans shall initially be added to (and form a part of) each then outstanding Borrowing of Initial made as Base Rate Loans. Thereafter, as provided in Section 2.3(c), the Borrower may elect that the Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend be outstanding as Base Rate Loans or waive any condition to the funding of Delayed Draw Term Loans as to itselfLIBOR Base Loans. (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Term Loan Commitment. Subject to all the terms and conditions of this Subordinated Loan Agreement and prior to the termination of its commitment as hereinafter provided, and provided that no Event of Default has occurred and is continuing, Lender hereby agrees to make loans (aeach a "Loan" and collectively, the "Loans") In a single Borrowing to Borrower in such amounts as Borrower shall request pursuant to this SECTION 2.A. at any time from the date hereof through December 15, 2000 (which shall be on a Business Day) occurring on the Closing Date, each "Term Loan Lender that has Availability End Date"), in an Initial Term Loan Commitment agrees that it will make initial term loans aggregate principal amount not to exceed $2,000,000 (relative to such Lenderthe "Commitment"). If at any time or for any reason, its “Initial Term Loans”) to the Borrower equal to such Term Loan Lender’s Initial Term Loan Percentage multiplied by the outstanding aggregate principal amount of the Borrowing of Initial Term Loans requested by is greater than the Commitment, Borrower shall immediately pay to be made on such day. The Initial Term Loan Commitment of each Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advanceLender, a “Delayed Draw Funding Date”) during, but not afterin cash, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term excess. Any commitment of Lender, pursuant to the terms of this Subordinated Loan Agreement, to make Loans shall expire upon the earlier to occur of each (i) the Term Loan Availability End Date, and (ii) Lender's termination of its obligations to make Loans hereunder pursuant to SECTION 13(i) hereof, subject to Lender's right to renew said commitment in its sole and absolute discretion at Borrower's request. Any such renewal of said commitment shall not be binding upon Lender unless it is in writing and signed by an officer of Lender. Notwithstanding the foregoing, and subject to the terms hereof, upon the occurrence of an Equity Event, the Term Loan Availability End Date shall be automatically converted extended to the date thirty (30) days after Borrower's execution and delivery of the Terms Sheet. Loans that are repaid by Borrower may not be reborrowed. Borrower promises to pay to Lender the outstanding unpaid aggregate principal balance (and all accrued unpaid interest thereon) of the Loans on such date into a like principal amount or before (i) December 15, 2000 (the "Maturity Date"), or (ii) in the event that the Term Loan Availability End Date has been extended pursuant to the occurrence of additional Initial Term Loans an Equity Event, thirty (30) days after Borrower's execution and delivery of the Terms Sheet (the "Extended Maturity Date") (the Maturity Date and the Extended Maturity Date shall be added tohereinafter collectively referred to as the "Term Loan Maturity Date"). Notwithstanding the foregoing, and constitute a portion ofupon the occurrence of an Accelerated Maturity Event prior to the Term Loan Maturity Date, Borrower shall pay to Lender the outstanding unpaid aggregate principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part ofall accrued unpaid interest thereon) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For Loan no later than five (5) business days after the avoidance occurrence of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans as to itselfsuch event. (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Term Loan Commitment. Each Lender agrees, severally, but not jointly, upon the terms and subject to the conditions of this Agreement, to make, to the Borrower an advance (athe “Term Loan”) In a single Borrowing (which shall be on a Business Day) occurring on the Closing Date, each Term Loan Lender that has an Initial Term Loan Commitment agrees that it will make initial term loans (relative Date in the principal amount equal to such Lender, its ’s Term Loan Commitment. Each Lender’s Term Loan shall be evidenced by a promissory note (each a “Initial Term LoansNote”) to the Borrower equal to such Term Loan Lender’s Initial Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Initial Term Loans requested duly executed and delivered by the Borrower prior to the funding of the Term Loan in the form attached hereto as Exhibit B, and be made repayable in accordance with the terms of, such Term Note and this Agreement. Borrower shall repay the outstanding principal and accrued interest of the Loan to the Agent for the pro rata benefit of the Lenders (payable monthly in arrears) in 60 consecutive monthly Installments as set forth on Schedule B, due and payable on the first day of each calendar month beginning on the Commencement Date, together with a payment of the interim interest for the Loan in accordance with Section 1.5(b) and a payment of the entire balance of the Loan on the Maturity Date; provided, however, that the first 12 monthly Installments due and payable hereunder shall be payments of accrued interest only. If an Installment is not paid in full within 5 Business Days of the date payment of such dayInstallment is due hereunder or under the Term Note evidencing the same the Borrower shall pay to Agent, for the pro rata benefit of the Lenders, a late fee in an amount equal to two and a half percent (2.5%) of the amount of such Installment which late fee constitutes liquidated damages for loss of a bargain and is not a penalty. The Initial Once repaid, any amount borrowed under the Term Loan Commitment of each Term Loan Lender shall may not be automatically and permanently reduced re-borrowed. Subject to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advanceSection 1.2, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans as to itself. (c) No amounts paid or prepaid owed hereunder with respect to Term Loans may the Loan shall be reborrowedpaid in full no later than the Maturity Date.

Term Loan Commitment. On the Revolving Loan -------------------- Commitment Termination Date (aunless such date shall occur as a result of clause ------ (c) In a single Borrowing (which shall be on a Business Day) occurring on of the Closing Datedefinition thereof), each Term Loan Lender that has an Initial Term Loan Commitment agrees that it will make initial one term loans loan (relative to --- such Lender, Lender its “Initial "Term Loans”Loan") to the Borrower equal to such Term the lesser of its --------- Revolving Loan Lender’s Initial Term Loan and its Percentage multiplied by the aggregate amount of the Borrowing of Initial Term Loans requested by the Borrower to be made on such day. The Initial Term Loan Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to ------------- as its "Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such dayCommitment". Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans as to itself. (c) No amounts paid or prepaid with respect to the -------------------- Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Loan Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Loan Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided ----------- -------- that such LIBO Rate Loans which shall have converted to Term Loans shall be in a ---- minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Loan Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

Term Loan Commitment. With respect to each repayment of Term Loans required by this Section 4.02, the Borrowers may designate the Types of Term Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (ai) In repayments of Eurodollar Loans pursuant to this Section 4.02 shall be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing (which shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be on converted at the end of the then current Interest Period into a Business DayBorrowing of Base Rate Loans; and (iii) occurring on each repayment of Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans of all Lenders. In the Closing Dateabsence of a designation by the Borrowers as described in the preceding sentence, each Term Loan Lender that has an Initial Term Loan Commitment agrees that it will make initial term loans (relative to such Lenderthe Administrative Agent shall, its “Initial Term Loans”) subject to the Borrower equal above, make such designation in its sole discretion. Notwithstanding the foregoing provisions of this Section 4.02 (other than Sections 4.02(a), (b) and (c), which Sections shall not have the benefits of this sentence), if at any time the mandatory repayment of Loans pursuant to such Term Loan Lender’s Initial Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Initial Term Loans requested by the Borrower to be made on such day. The Initial Term Loan Commitment of each Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (this Section 4.02 would result, after giving effect to the incurrence procedures set forth above in this clause (j), in the Borrowers incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable hereto (any Initial Term Loans on such dayEurodollar Loans, "Affected Loans"). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability PeriodBorrowers may elect, each Term Loan Lender by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable so long as no Default or Event of Default then exists. At the time any Affected Loans are otherwise required to be prepaid, the Borrowers may elect to deposit 100% (or such lesser percentage elected by the Borrowers as not being repaid) of the principal amounts that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together otherwise would have been paid in respect of the Affected Loans with the Initial Term Loans, Administrative Agent to be held as security for the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount obligations of the Borrowing of Delayed Draw Term Loans requested by the Borrower Borrowers hereunder pursuant to a cash collateral agreement to be made on such day. Notwithstanding anything entered into in form and substance satisfactory to the contrary contained hereinAdministrative Agent, on each Delayed Draw Funding Date with such cash collateral to be released from such cash collateral account (and immediately after giving effect applied to repay the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrowers, with the amount to be so released and applied on the last day of each Term Loan Lender shall Interest Period to be automatically converted on such date into a like principal the amount of additional Initial Term such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided, however, that at any time while an Event of Default has occurred and shall be added is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrowers to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for follow said directions) to apply any or all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that proceeds then on deposit in such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition collateral account to the funding payment of Delayed Draw Term Loans as to itselfsuch Affected Loans. (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Term Loan Commitment. (a) In a single Borrowing (which shall be on a Business Day) occurring on Subject to the Closing Dateterms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender that has an Initial Term Loan Commitment severally, but not jointly, agrees that it will to make initial term loans (relative to such Lender, its “Initial Term Loans”) available to the Borrower equal to such Term Loan Lender’s Initial Term Loan Percentage multiplied by Company (through the aggregate amount of the Borrowing of Initial Term Loans requested by the Borrower to be made on such day. The Initial Term Loan Commitment of each Term Loan Lender shall be automatically and permanently reduced to $0 Administrative Agent) on the Closing Date a term loan (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loansloans, the “Term Loans”) in Dollars in an amount equal to such Term Loan Lender’s Delayed Draw 's Term Loan Commitment Percentage multiplied of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Term Loan Facility”). Upon receipt by the aggregate amount Administrative Agent of the Borrowing proceeds of Delayed Draw the Term Loans, such proceeds will then be made available to the Company by the Administrative Agent by crediting the account of the Company on the books of the office of the Administrative Agent specified in Section 10.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Company). The Term Loans requested by may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower Company may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Term Loans made on the Closing Date may only consist of Alternate Base Rate Loans unless the Company delivers a funding indemnity letter, in form and substance reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date. LIBOR Rate Loans shall be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of by each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added toat its Eurocurrency Lending Office, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Alternate Base Rate Loans shall be added to (and form a part of) made by each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw at its Domestic Lending Office. Amounts repaid or prepaid on the Term Loans may not be reborrowed. The Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent automatically terminate at the earlier to occur of any other Term Loan Lender, and may amend or waive any condition to (a) the funding making of Delayed Draw the Term Loans as to itselfand (b) 5:00 p.m. on the Closing Date. (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Term Loan Commitment. The Borrower may terminate or reduce the amount of the Revolving Credit Commitments or the Tranche A-2 Term Loan Commitments at any time and from time to time without penalty or premium upon not less than three (a3) In a single Borrowing Business Days prior notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Credit Commitments or Tranche A-2 Term Loan Commitments shall not be less than $10,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be on a Business Day) occurring on the Closing Date, each Term Loan Lender that has an Initial Term Loan Commitment agrees irrevocable once given (unless such notice states that it will make initial term loans (relative to is conditioned upon the effectiveness of other credit facilities or the successful closing of a disposition or acquisition or other event, in which case such Lendernotice may be revoked by the Borrower if such condition is not satisfied, its “Initial Term Loans”) provided that the Borrower pays to the Administrative Agent and the Lenders any “breakage” charges incurred in connection with such notice in accordance with Section 5.4 hereof) and effective only upon receipt by the Administrative Agent (“Commitment Reduction Notice”); provided, however, the Borrower equal to such Term Loan Lender’s Initial Term Loan Percentage multiplied by may not reduce the aggregate amount of the Borrowing of Initial Term Loans requested by Revolving Credit Commitments below $100,000,000 unless the Borrower to be made on such dayis terminating the Revolving Credit Commitments in full. The Initial Term Loan Promptly after receipt of a Commitment of Reduction Notice the Administrative Agent shall notify each Term Loan Revolving Credit Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other or Tranche A-2 Term Loan Lender, as applicable, of the proposed termination or commitment reduction. Without limitation of the provisions of Section 2.16, the Revolving Credit Commitments and Tranche A-2 Term Loan Commitments, once reduced or terminated pursuant to this Section, may amend not be increased or waive any condition reinstated. In the case of a termination of the Tranche A-2 Term Loan Commitments, the Borrower shall pay all fees, if any, accrued to the funding date of Delayed Draw such termination of the Tranche A-2 Term Loan Commitments to the Administrative Agent for the account of the Tranche A-2 Term Loan Lenders. In the case of a termination of the Revolving Credit Commitments, the Borrower shall pay all interest on the Revolving Credit Loans and all fees, if any, accrued to the date of such termination of the Revolving Credit Commitments to the Administrative Agent for the account of the Revolving Credit Lenders. In the case of any reduction or termination of the Revolving Credit Commitments resulting in a repayment of the Revolving Credit Loans pursuant to Section 2.7(a) or Section 2.8(b) (as applicable), the Borrower shall also pay any applicable compensation due to itselfeach Revolving Credit Lender in accordance with Section 5.4 of this Agreement. (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Term Loan Commitment. On the Revolving Loan Commitment Termination Date (aunless such date shall occur as a result of clause (c) In a single Borrowing (which shall be on a Business Day) occurring on of the Closing Datedefinition thereof), each Term Loan Lender that has an Initial Term Loan Commitment agrees that it will make initial one term loans loan (relative to such Lender, Lender its “Initial "Term Loans”Loan") to the Borrower equal to such Term Loan Lender’s Initial Term Loan Percentage multiplied by the aggregate amount lesser of the Borrowing of Initial Term Loans requested by the Borrower to be made on such day. The Initial Term Loan Commitment of each Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the then outstanding principal amount of such Delayed Draw Term Loans its Revolving Loan and the amount described in Section 2.1.3(b). The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding DateCommitment". For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans as to itself. (c) No amounts paid or prepaid with respect to the Term Loans Loan may be reborrowed. Fixed Rate Loans for which the Interest Period shall not have terminated as of the Revolving Loan Commitment Termination Date shall be continued as Fixed Rate Loans for the applicable Interest Period and Prime Rate Loans shall be continued as Prime Rate Loans after the Revolving Loan Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such Fixed Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Loan Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Prime Rate Loans and, after Prime Rate Loans have been paid in full, to Fixed Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

Term Loan Commitment. Subject to and upon the terms and conditions herein set forth: (ai) In each Lender with a single Borrowing (which shall be on Tranche A Term Loan Commitment ( each a Business Day"Tranche A Term Loan Lender") occurring severally establishes in favor of the Borrower its Tranche A Term Loan Commitment. Each Tranche A Term Loan Lender, subject to and upon the terms and conditions set forth herein, agrees to lend to the Borrower on the Closing Date, each Date a Tranche A Term Loan Lender that has in an Initial Term Loan Commitment agrees that it will make initial term loans (relative to such Lender, its “Initial Term Loans”) to the Borrower aggregate amount equal to such Term Loan Lender’s Initial 's Tranche A Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Initial Term Loans requested by the Borrower to be made on such dayCommitment. The Initial Tranche A Term Loan shall be funded in a single drawing. Amounts borrowed under this Section 2.1(b)(i) and repaid may not be reborrowed, except solely to the extent the Tranche A Term Loan is refunded from time to time as a Base Rate Borrowing or a Eurodollar Borrowing; and (ii) each Lender with a Tranche B Term Loan Commitment of ( each a "Tranche B Term Loan Lender shall be automatically Lender") severally establishes in favor of the Borrower its Tranche B Term Loan Commitment. Each Tranche B Term Loan Lender, subject to and permanently reduced upon the terms and conditions set forth herein, agrees to $0 lend to the Borrower on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Tranche B Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) in an aggregate amount equal to such Term Loan Lender’s Delayed Draw 's Tranche B Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such dayCommitment. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each The Tranche B Term Loan Lender shall be automatically converted on such date into funded in a like principal amount of additional Initial Term Loans single drawing. Amounts borrowed under this Section 2.1(b)(ii) and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and repaid may amend or waive any condition to the funding of Delayed Draw Term Loans as to itself. (c) No amounts paid or prepaid with respect to Term Loans may not be reborrowed.

Term Loan Commitment. (a) In If the initial Stated Amount of the Surety L/C is reduced, the Surety L/C is terminated, and/or a single Borrowing (which shall be on a Business Day) occurring on draw against the Closing Surety L/C is made at any time, then subject to and upon the terms and conditions set forth herein, from and after the date hereof until the Term Loan Termination Date, the Borrower may borrow from the Lenders and each Lender severally agrees to make to the Borrower, Term Loans in an aggregate principal amount not to exceed the Total Term Loan Commitment, with each Lender that has an Initial making Term Loans equal to the Term Loan Availability amount multiplied by the Lender's Term Loan Commitment agrees that it will make initial term loans (relative to such Lender, its “Initial Term Loans”) Percentage. Notwithstanding anything herein to the contrary, the Lenders shall not be obligated to make Term Loans at any time the Term Loan Availability is zero or less. In addition, with each increase to the Term Loan Availability (which increases will in no event exceed $32,140,115.50), the Borrower shall, within five (5) Business Days of each increase, request Term Loans in accordance with Section 4.3 below. Should Borrower fail to request Term Loans within the period described in the preceding sentence, or if the Lenders do not advance Term Loans after their receipt of a Notice of Term Loan Borrowing.for a period of up to 90 days because the conditions to making Term Loans have not been satisfied or waived by Agent or Lenders, the Total Term Loan Commitment shall, subject to the terms of Section 5.2(d) below, be reduced by the amount of the applicable increase. Moreover, should the Borrower fail to request Term Loans in an amount equal to such the total amount of the applicable increase in Term Loan Lender’s Initial Availability, the Total Term Loan Percentage multiplied Commitment shall, as of the sixth (6th) Business Day after the applicable increase and subject to the terms of Section 5.2(d) below, be reduced by the difference between the total amount of the applicable increase and the aggregate amount of the Borrowing of Initial applicable Term Loans requested by the Borrower to be made on such dayBorrower. The Initial Term Loan Commitment of each Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Base Rate Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubtand, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans extent permitted or required by the terms hereof, LIBOR Loans, as to itselfselected by the Borrower. (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Term Loan Commitment. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Lender severally made available to the Borrower on May 22, 2001 such Lender's Term Loan Commitment Percentage of a term loan in Dollars in the aggregate principal amount of TWO-HUNDRED MILLION DOLLARS (a$200,000,000.00) In (as such term loan may be increased pursuant to Section 2.4(f), the "Term Loan"). The Term Loan may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request; provided, however, that no more than 8 Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Borrowing Interest Period). Amounts repaid on the Term Loan may not be reborrowed. Notwithstanding the foregoing, in order to simplify administrative issues and most efficiently re-allocate the Term Loan among Lenders according to their Term Loan Commitments as of the Closing Date, the $200,000,000 Term Loan funded on May 22, 2001 may be repaid by the Borrower on or before the Closing Date and re-advanced to the Borrower within three (which shall be 3) Business Days of the Closing Date. Accordingly, in the event the $200,000,000 Term Loan funded on a Business Day) occurring May 22, 2001 is in fact repaid by the Borrower on or before the Closing Date, each Term Loan Lender that has an Initial Term Loan Commitment severally agrees that it will to make initial term loans (relative to such Lender, its “Initial Term Loans”) available to the Borrower equal to such Term Loan Lender’s Initial Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Initial Term Loans requested by the Borrower to be made on such day. The Initial Term Loan Commitment of each Term Loan Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Lender's Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Percentage of a new Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by in the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each $200,000,000.00 (and, if applicable, to fund its Incremental Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added toCommitment, and constitute a portion ofif any, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added pursuant to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans as to itselfSection 2.4(f)). (c) No amounts paid or prepaid with respect to Term Loans may be reborrowed.