Common use of Term Loan Election Clause in Contracts

Term Loan Election. Each of Caterpillar and CFSC, at least ten (10) Business Days prior to the then effective Current Termination Date, may elect to convert, as of such Current Termination Date, the aggregate principal amount of the Advances then outstanding to it into one-year term loan Advances denominated in the same currency or currencies of the Advances being converted (each such Advance upon such conversion, a “Term Loan Advance”, and such election, the “Term Loan Election”); provided, however, that such elections shall not be available to the Borrowers, and such conversions shall not be made, if (a) an Event of Default or unmatured Event of Default has occurred and is outstanding on or prior to the date of such election or the date on which such conversion is to occur, (b) the then effective Current Termination Date has been extended, or (c) the Revolving Credit Termination Date has occurred as a result of an event described in clause (ii) of the definition thereof. The conversion of Advances into Term Loan Advances pursuant to a Term Loan Election shall become effective on the Current Termination Date (the “Term Loan Effective Date”) upon the payment by the Borrower(s) making the Term Loan Election of a fee in an amount equal to 1.00% times the aggregate principal amount of the Term Loan Advances on such date (the “Term Loan Election Fee”), which Term Loan Election Fee shall be non-refundable and shall be payable in immediately available funds to the Agent, for the ratable account of each Bank. Each such Term Loan Advance shall continue to be part of the Borrowing that it was a part of at the time of the Term Loan Effective Date. The aggregate principal amount of the Term Loan Advances, together with all accrued and unpaid interest thereon, and all outstanding fees, costs and expenses incurred in connection herewith, shall be due and payable on the Term Loan Repayment Date. No amount repaid in respect of a Term Loan Advance may be reborrowed.

Term Loan Election. Each of Caterpillar and CFSC, at least ten (10) Business Days prior to the then effective Current Termination Date, may elect to convert, as of such Current Termination Date, the aggregate principal amount of the Advances then outstanding to it into one-year term loan Advances denominated in the same currency or currencies of the Advances being converted permitted hereunder (each such Advance upon such conversion, a “Term Loan Advance”, and such election, the “Term Loan Election”); provided, however, that such elections shall not be available to the Borrowers, and such conversions shall not be made, if (a) an Event of Default or unmatured Event of Default has occurred and is outstanding on or prior to the date of such election or the date on which such conversion is to occur, (b) the then effective Current Termination Date has been extended, or (c) the Revolving Credit Termination Date has occurred as a result of an event described in clause (ii) of the definition thereof. The conversion of Advances into Term Loan Advances pursuant to a Term Loan Election shall become effective on the Current Termination Date (the “Term Loan Effective Date”) upon the payment by the Borrower(s) making the Term Loan Election of a fee in an amount equal to 1.00% times the aggregate principal amount of the Term Loan Advances on such date (the “Term Loan Election Fee”), which Term Loan Election Fee shall be non-refundable and shall be payable in immediately available funds to the Agent, for the ratable account of each Bank. Each such Term Loan Advance shall continue to be part of the Borrowing that it was a part of at the time of the Term Loan Effective Date. The aggregate principal amount of the Term Loan Advances, together with all accrued and unpaid interest thereon, and all outstanding fees, costs and expenses incurred in connection herewith, shall be due and payable on the Term Loan Repayment Date. No amount repaid in respect of a Term Loan Advance may be reborrowed.

Term Loan Election. Each of Caterpillar and CFSCThe Borrowers, at least ten (10) Business Days prior to the then effective Current Scheduled Termination Date, may elect to convert, as of such Current the Scheduled Termination Date, the aggregate principal amount of the Advances then outstanding to it into one-year term loan Advances denominated in the same currency or currencies of the Advances being converted permitted hereunder (each such Advance upon such conversion, a “Term Loan Advance”, and such election, the “Term Loan Election”); provided, however, that such elections election shall not be available to the Borrowers, and such conversions conversion shall not be made, if (a) an Event of Default or unmatured Event of Default has occurred and is outstanding on or prior to the date of such election or the date on which such conversion is to occur, occur or (b) the then effective Current Termination Date has been extended, or (c) the Revolving Credit Termination Date has occurred as a result of an event described in clause (ii) of the definition thereof. The conversion of Advances into Term Loan Advances pursuant to a Term Loan Election shall become effective on the Current Scheduled Termination Date (the “Term Loan Effective Date”) upon the payment by the Borrower(s) making the Term Loan Election Borrowers of a fee in an amount equal to 1.005.00% times the aggregate principal amount of the Term Loan Advances on such date (the “Term Loan Election Fee”), which Term Loan Election Fee shall be non-refundable and shall be payable in immediately available funds to the Administrative Agent, for the ratable account of each Bank. Each such Term Loan Advance shall continue to be part of the Borrowing that it was a part of at the time of the Term Loan Effective Date. The aggregate principal amount of the Term Loan Advances, together with all accrued and unpaid interest thereon, and all outstanding fees, costs and expenses incurred in connection herewith, shall be due and payable on the Term Loan Repayment Date, and such payment obligations are the joint and several payment obligations of the Borrowers. The Borrowers shall be jointly and severally obligated to pay interest on the unpaid principal amount of each Term Loan Advance made to the Borrowers by each Bank from the Term Loan Effective Date until the Term Loan Repayment Date (such period, the “Term Loan Period”), at the following rates per annum: (x) if such Term Loan Advance is a Base Rate Advance, a rate per annum equal at all times during the Term Loan Period to the sum of the Base Rate in effect from time to time plus 6.5%, payable on the last day of each Interest Period (or, with respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement, on the date of such prepayment), and (y) if such Term Loan Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during the applicable Interest Period to the sum of the Eurocurrency Rate during such Interest Period plus 7.5%, payable on the last day of such Interest Period (or, with respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement, on the date of such prepayment). No amount repaid in respect of a Term Loan Advance may be reborrowed. On each of the 75th day, the 150th day, the 225th day and the 300th day after the Term Loan Effective Date, the Borrowers shall be jointly and severally obligated to pay to the Administrative Agent, for the ratable account of each Bank, a fee equal to 1.00% times the aggregate outstanding principal amount of the Term Loan Advances on such date (the “Term Loan Premium”).

Term Loan Election. Each of Caterpillar and CFSCThe Borrowers, at least ten (10) Business Days prior to the then effective Current Scheduled Termination Date, may elect to convert, as of such Current the Scheduled Termination Date, the aggregate principal amount of the Advances then outstanding to it into one-year term loan Advances denominated in the same currency or currencies of the Advances being converted permitted hereunder (each such Advance upon such conversion, a “�Term Loan Advance”�, and such election, the “�Term Loan Election”�); provided, however, that such elections election shall not be available to the Borrowers, and such conversions conversion shall not be made, if (a) an Event of Default or unmatured Event of Default has occurred and is outstanding on or prior to the date of such election or the date on which such conversion is to occur, occur or (b) the then effective Current Termination Date has been extended, or (c) the Revolving Credit Termination Date has occurred as a result of an event described in clause (ii) of the definition thereof. The conversion of Advances into Term Loan Advances pursuant to a Term Loan Election shall become effective on the Current Scheduled Termination Date (the “�Term Loan Effective Date”�) upon the payment by the Borrower(s) making the Term Loan Election Borrowers of a fee in an amount equal to 1.005.00% times the aggregate principal amount of the Term Loan Advances on such date (the “�Term Loan Election Fee”�), which Term Loan Election Fee shall be non-refundable and shall be payable in immediately available funds to the Administrative Agent, for the ratable account of each Bank. Each such Term Loan Advance shall continue to be part of the Borrowing that it was a part of at the time of the Term Loan Effective Date. The aggregate principal amount of the Term Loan Advances, together with all accrued and unpaid interest thereon, and all outstanding fees, costs and expenses incurred in connection herewith, shall be due and payable on the Term Loan Repayment Date, and such payment obligations are the joint and several payment obligations of the Borrowers. The Borrowers shall be jointly and severally obligated to pay interest on the unpaid principal amount of each Term Loan Advance made to the Borrowers by each Bank from the Term Loan Effective Date until the Term Loan Repayment Date (such period, the �Term Loan Period�), at the following rates per annum: (x) if such Term Loan Advance is a Base Rate Advance, a rate per annum equal at all times during the Term Loan Period to the sum of the Base Rate in effect from time to time plus 6.5%, payable on the last day of each Interest Period (or, with respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement, on the date of such prepayment), and (y) if such Term Loan Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during the applicable Interest Period to the sum of the Eurocurrency Rate during such Interest Period plus 7.5%, payable on the last day of such Interest Period (or, with respect to any portion thereof that shall be prepaid pursuant to Section 2.09 or otherwise in accordance with the terms of this Agreement, on the date of such prepayment). No amount repaid in respect of a Term Loan Advance may be reborrowed. On each of the 75th day, the 150th day, the 225th day and the 300th day after the Term Loan Effective Date, the Borrowers shall be jointly and severally obligated to pay to the Administrative Agent, for the ratable account of each Bank, a fee equal to 1.00% times the aggregate outstanding principal amount of the Term Loan Advances on such date (the �Term Loan Premium�).