Common use of Conversion to Term Loans Clause in Contracts

Conversion to Term Loans. Borrower shall have the option to convert the Principal Debt outstanding on the Termination Date (after giving effect to any loan repayments on or prior to the Termination Date) to a Term Loan maturing no later than one year after the Term Conversion Date (the "TERM LOAN MATURITY DATE"); PROVIDED, HOWEVER, that (i) no Term Loan Conversion may be made on any date on which all or any portion of the Commitment is available to be borrowed as revolving Borrowings under the 364-Day Facility, and (ii) no Term Loan Conversion may be made which would have the effect of extending the Termination Date to a date later than the then-applicable "TERMINATION DATE" under the Multi-Year Agreement. Such Term Loan conversion is subject to and on the terms and conditions set forth below: (a) No sooner than 90 days (and not later than 10 days) preceding the Termination Date, Borrower shall deliver to Administrative Agent a Term Conversion Request in substantially the form of EXHIBIT B-3 (a "TERM CONVERSION REQUEST"), which, among other things, shall (i) specify Borrower's election to make such conversion to a Term Loan, and (ii) specify the Type of Borrowing or Borrowings to which the Principal Debt shall be converted and the Interest Periods therefor (if applicable) on the Term Conversion Date; and (b) No Default or Potential Default shall exist on either the date such Term Conversion Request is delivered or on the Term Conversion Date; and no Default or Potential Default shall exist after giving effect to the Term Loan conversion.

Conversion to Term Loans. Borrower shall have the option to convert up to $4,000,000,000 of the Principal Debt outstanding on the Termination Date (after giving effect to any loan repayments on or prior to the Termination Date) to a Term Loan maturing no later than one year after the Term Conversion Date (the "TERM LOAN MATURITY DATE"); PROVIDEDprovided, HOWEVERhowever, that (i) no Term Loan Conversion may be made on any date on which all or any portion of the Commitment is available to be borrowed as revolving Borrowings under the 364-Day Facility, and (ii) no Term Loan Conversion may be made which would have the effect of extending the Termination Date to a date later than the then-applicable "TERMINATION DATE" under the Multi-Year Agreement. Such Term Loan conversion is subject to and on the terms and conditions set forth below: (a) No sooner than 90 days (and not later than 10 days) preceding the Termination Date, Borrower shall deliver to Administrative Agent a Term Conversion Request in substantially the form of EXHIBIT B-3 (a "TERM CONVERSION REQUEST"), which, among other things, shall (i) specify Borrower's election to make such conversion to a Term Loan, and (ii) specify the Type of Borrowing or Borrowings to which the Principal Debt shall be converted and the Interest Periods therefor (if applicable) on the Term Conversion Date; and (b) No Default or Potential Default shall exist on either the date such Term Conversion Request is delivered or on the Term Conversion Date; and no Default or Potential Default shall exist after giving effect to the Term Loan conversion.. AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

Conversion to Term Loans. Borrower shall have the option to convert up to $4,000,000,000 of the Principal Debt outstanding on the Termination Date (after giving effect to any loan repayments on or prior to the Termination Date) to a Term Loan maturing no later than one year after the Term Conversion Date (the "TERM LOAN MATURITY DATE"); PROVIDEDprovided, HOWEVERhowever, that (i) no Term Loan Conversion may be made on any date on which all or any portion of the Commitment is available to be borrowed as revolving Borrowings under the 364-Day Facility, ; and (ii) no notwithstanding the foregoing, if the mandatory Commitment reductions required by SECTION 2.8 have been effected, Borrower may only convert up to $1,714,000,000 of the Principal Debt to a Term Loan Conversion may be made which would have the effect of extending the Termination Date pursuant to a date later than the then-applicable "TERMINATION DATE" under the Multi-Year Agreementthis SECTION 2.5. Such Term Loan conversion is subject to and on the terms and conditions set forth below: (a) No sooner than 90 days (and not later than 10 days) preceding the Termination Date, Borrower shall deliver to Administrative Agent a Term Conversion Request in substantially the form of EXHIBIT B-3 (a "TERM CONVERSION REQUEST"), which, among other things, shall (i) specify Borrower's election to make such conversion to a Term Loan, and (ii) specify the Type of Borrowing or Borrowings to which the Principal Debt shall be converted and the Interest Periods therefor (if applicable) on the Term Conversion Date; and (b) No Default or Potential Default shall exist on either the date such Term Conversion Request is delivered or on the Term Conversion Date; and no Default or Potential Default shall exist after giving effect to the Term Loan conversion.