Common use of Term Loan Conversion Clause in Contracts

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a BorrowerDate, such any Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerDate. Concurrently with delivering any Request for Loans relating to Eurocurrency Term Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Date, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the such Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the any Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to and selected by such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Term Rate Loans and from Eurocurrency Term Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts Loans or BA Equivalent Notes as Term Rate Loans as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, and (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Borrower, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven 10 Business Days prior to the Revolving Maturity Date applicable to a BorrowerCommitment Termination Date, such the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate LendersBanks), elect to convert on the Commitment Termination Date any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof 2.1 and remain outstanding as of the date of conversion into term Term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerCommitment Termination Date. Concurrently with delivering any Request borrowing request for Loans relating to Eurocurrency Rate Eurodollar Loans with an Interest Period ending after the Revolving Maturity Commitment Termination Date applicable to such Borrower such the Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a the Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c2.8(g), the Maturity Date applicable to such Borrower maturity date of the Loans so converted shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Commitment Termination Date applicable to such Borrower then in effect (such existing Revolving Maturity Commitment Termination Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such the Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 4.2 and (iviii) are payable in full on the Term Maturity Date applicable to such BorrowerDate. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders Banks such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate LenderBank) signed by a Responsible an Authorized Officer of such the Borrower certifying that no Default applicable or Event of Default exists and attaching the resolutions adopted by the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to such Borrower existsconversion and extension, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such the Borrower shall have been prepaid, to the extent permitted by Section 2.4(a)3.2, or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven 10 Business Days prior to the Revolving Maturity Date applicable to a BorrowerCommitment Termination Date, such the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate LendersBanks), elect to convert on the Commitment Termination Date any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof 2.1 and remain outstanding as of the date of conversion into term Term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerCommitment Termination Date. Concurrently with delivering any Request borrowing request for Loans relating to Eurocurrency Rate Eurodollar Loans with an Interest Period ending after the Revolving Maturity Commitment Termination Date applicable to such Borrower such the Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a the Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c2.8(g), the Maturity Date applicable to such Borrower maturity date of the Loans so converted shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Commitment Termination Date applicable to such Borrower then in effect (such existing Revolving Maturity Commitment Termination Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such the Borrower shall be term Term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 4.2 and (iviii) are payable in full on the Term Maturity Date applicable to such BorrowerDate. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders Banks such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate LenderBank) signed by a Responsible an Authorized Officer of such the Borrower certifying that no Default applicable or Event of Default exists and attaching the resolutions adopted by the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to such Borrower existsconversion and extension, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such the Borrower shall have been prepaid, to the extent permitted by Section 2.4(a)3.2, or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a BorrowerDate, such any Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerDate. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Date, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the such Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the any Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to and selected by such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts Loans or BA Equivalent Notes as Eurocurrency Rate Loans as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, and (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later The Borrower may, by written notice to the Administrative Agent given not fewer than seven 5 Business Days prior to the Revolving Maturity Date applicable to a BorrowerCommitment Termination Date, elect (such Borrower mayelection, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders“Term Loan Election”), elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding effective as of the date of conversion into term Loans payable on the date Commitment Termination Date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Loan Conversion Date”), and, to convert all or a ratable portion of the Revolving Loans outstanding on and after the Term Extension Effective Date, Loan Conversion Date into Term Loans which the Loans made to such Borrower shall be term Loans repay in full ratably to the Lenders on the first anniversary of the Commitment Termination Date; provided that (i) the Term Loan Election may not be reborrowed once repaid, exercised unless the conditions set forth in ‎Section 3.03 are satisfied on the date of notice of the Term Loan Election and on the Term Loan Conversion Date. The conversion notice delivered by the Borrower shall specify: (iix) the Type of the Term Loan Borrowing effective on the Term Loan Conversion Date and (y) in the case of loans denominated in US Dollarsa Eurodollar Rate Borrowing, may the initial Interest Period to be converted from Base Rate applicable thereto. In the event that less than all of the Revolving Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest outstanding on the Commitment Termination Date are converted into Term Loans pursuant to this ‎Section 2.21, any outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable Revolving Loans not so converted shall be repaid in full on the Term Maturity Date applicable to such BorrowerCommitment Termination Date. The Administrative Agent aggregate Commitment will terminate on the Commitment Termination Date and all commitment fees pursuant to ‎Section 2.08(a) shall cease to accrue on the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Commitment Termination Date. As conditions precedent All Revolving Loans converted into Term Loans pursuant to such extension, (A) the Applicable Borrower this ‎Section 2.21 shall pay continue to the Administrative Agent constitute Loans following the Term Loan Conversion Fee, (B) Date except that the applicable Borrower shall deliver may not thereafter reborrow pursuant to the Administrative Agent a certificate ‎Section 2.01 after all or any portion of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, prepaid pursuant to ‎Section 2.13 on or after the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Commitment Termination Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Borrower, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may Toyota - 364 Day Credit Agreement (2015) be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the Toyota - 364 Day Credit Agreement (2017) “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Borrower, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts Loans or BA Equivalent Notes as Eurocurrency Rate Loans as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, and (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later than seven 10 Business Days prior to the Revolving Maturity Date applicable to a BorrowerCommitment Termination Date, such the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate LendersBanks), elect to convert on the Commitment Termination Date any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof 2.1 and remain outstanding as of the date of conversion into term Term Loans payable on the date (the “Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerCommitment Termination Date. Concurrently with delivering any Request borrowing request for Loans relating to Eurocurrency Rate Term SOFR Loans with an Interest Period ending after the Revolving Maturity Commitment Termination Date applicable to such Borrower such the Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a the Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c2.8(g), the Maturity Date applicable to such Borrower maturity date of the Loans so converted shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Commitment Termination Date applicable to such Borrower then in effect (such existing Revolving Maturity Commitment Termination Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such the Borrower shall be term Term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 4.2 and (iviii) are payable in full on the Term Maturity Date applicable to such BorrowerDate. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders Banks such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate LenderBank) signed by a Responsible an Authorized Officer of such the Borrower certifying that no Default applicable or Event of Default exists and attaching the resolutions adopted by the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to such Borrower existsconversion and extension, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such the Borrower shall have been prepaid, to the extent permitted by Section 2.4(a)3.2, or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.

Term Loan Conversion. Not later (a) The Borrower shall request the Term Loans by delivering to the Administrative Agent a written notice in the form of Exhibit A-2 (the “Notice of Term Conversion”), which shall specify: (i) each of the Construction Loan Tranches to be Term Converted (or deemed Term Converted in the case of an Operating Project); (ii) the aggregate principal amount of the requested Term Loans (calculated in accordance with paragraphs (b) and (c) below); (iii) the proposed Term Conversion Date, which shall be a Business Day; and (iv) the initial Interest Period(s) applicable thereto. The Borrower shall give the Notice of Term Conversion to the Administrative Agent by noon New York time at least seven (7) Business Days before the proposed Term Conversion Date. The Borrower may not provide a Notice of Term Conversion more than seven once in each fiscal quarter (for the avoidance of doubt, the Borrower may Term Convert more than one Construction Loan Tranche pursuant to each Notice of Term Conversion). Notwithstanding the foregoing, the Borrower may submit a Notice of Term Conversion for a Project (i) at any time to the extent necessary to achieve the Term Conversion Date for such Project prior to its Date Certain or (ii) if such Project is an Operating Project, at any time the Borrower is permitted to request a Borrowing of Construction Loans pursuant to Section 2.2(a). The Borrower may retract a previously provided Notice of Term Conversion at any time, but in no event less than three (3) Business Days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “proposed Term Maturity Date”) selected by the Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Conversion Date, the Loans made to such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case and resubmit at a later date a new Notice of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, Section 2.4(a) as long as the giving or retraction of the Notice of Term Conversion by the Borrower is in good faith and if such prepayment or repayment is the Borrower has exercised commercially reasonable efforts to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to achieve the applicable Term Extension Effective Conversion Date.

Term Loan Conversion. Not later than seven Business Days prior to the Revolving Maturity Date applicable to a BorrowerDate, such any Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert any outstanding Committed Loans made to such Borrower that shall have been borrowed in accordance with Section 2.2(a) hereof and remain outstanding as of the date of conversion into term Loans payable on the date (the “Term Maturity Date”) selected by the such Borrower, but in no event later than one year from the Revolving Maturity Date applicable to such BorrowerDate. Concurrently with delivering any Request for Loans relating to Eurocurrency Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower Date, such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the such Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the any Loans made to it to term Loans, Toyota - 364 Day Credit Agreement (2018) subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to and selected by such Borrower shall be term Loans that (i) may not be reborrowed once repaid, (ii) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurocurrency Rate Loans and from Eurocurrency Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts Loans or BA Equivalent Notes as Eurocurrency Rate Loans as provided therein, (iii) bear interest on the outstanding principal amount thereof in accordance with Section 2.7 and (iv) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (A) the Applicable applicable Borrower shall pay to the Administrative Agent the Term Loan Conversion Fee, and (B) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (C) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.