Common use of Conversion to Term Loan Clause in Contracts

Conversion to Term Loan. Upon expiration of the Initial Maturity Date (the “Conversion Date”), Borrower shall have the option of converting the Loan to a term in an amount not to exceed the lesser of (i) the Maximum Amount, or (ii) the then outstanding principal balance of the Loan as of the Initial Maturity Date (the “Loan Conversion”), and, in connection therewith, extending the Maturity Date to the second anniversary of the Conversion Date (the “Conversion Maturity Date”). Borrower shall not be entitled to any Advance from and after the Conversion Date. The Loan Conversion and the Conversion Maturity Date shall be subject to and conditioned upon the following conditions, each and all of which must occur or be satisfied (or waived by Lender in writing), as applicable, by no later than the Conversion Date: (a) As of the Conversion Date, no Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) shall exist under any of the Loan Documents and Borrower shall be in full compliance with each term, condition and covenant contained in this Agreement and the other Loan Documents; (b) Borrower shall have provided Lender a written request for the Loan Conversion no later than thirty (30) days prior to the Conversion Date; (c) There shall have occurred no material adverse change in the financial conditions of Borrower from that which existed as of the date of this Agreement; (d) Borrower shall provide Lender with such additional assignments, agreements, promissory notes, security agreements, certificates, reports, approvals, instruments, documents, subordination agreements, financing statements and consents as Lender may reasonably request in connection with the Loan Conversion and Conversion Maturity Date; and (e) Borrower shall pay Lender a conversion fee equal to twenty-five one hundredths percent (0.25%) of the Borrower’s Loan Amount immediately following the Loan Conversion.

Conversion to Term Loan. Upon expiration (A) Subject to the terms and conditions of this Agreement, if any Extension Request shall be denied as provided in SECTION 3.20, then, on the Initial Maturity date that is one (1) year prior to the then-existing Termination Date (the “Conversion Date”"CONVERSION DATE"), Borrower shall have may elect to convert the option of converting the Loan to a term in an aggregate unpaid principal amount not to exceed the lesser of (i) the Maximum Amount, or (ii) the then outstanding principal balance of the Loan as of Total Principal Debt (provided that any outstanding Swing Line Loans shall be purchased and converted on or before the Initial Maturity Conversion Date (the “Loan Conversion”), and, in connection therewith, extending the Maturity Date to the second anniversary of accordance with SECTION 2.4) outstanding on the Conversion Date (such amount being the “Conversion Maturity Date”). Borrower shall not be entitled to any Advance "ORIGINAL UNPAID PRINCIPAL BALANCE" into a term loan from each Lender (each a "TERM LOAN" and after collectively, the Conversion Date. The Loan Conversion and the Conversion Maturity Date shall be subject to and conditioned upon the following conditions, each and all of which must occur or be satisfied (or waived by Lender in writing"TERM LOANS"), provided that (i) all conditions precedent to a Borrowing set forth in SECTION 5 are satisfied as applicable, by no later than the Conversion Date: (a) As of the Conversion Date, (ii) no Event of Default exists, (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) shall exist under any of the Loan Documents and Borrower shall be in full compliance with each term, condition and covenant contained in this Agreement and the other Loan Documents; (biii) Borrower shall have provided Lender delivered to Administrative Agent a written request for ("CONVERSION NOTICE") to convert the Loan Conversion no later than Total Principal Debt to Term Loans at least thirty (30) days prior to the Conversion date that is one (1) year prior to the then-current Termination Date; , and (c) There shall have occurred no material adverse change in the financial conditions of Borrower from that which existed as of the date of this Agreement; (div) Borrower shall provide Lender with such additional assignments, agreements, promissory notes, security agreements, certificates, reports, approvals, instruments, documents, subordination agreements, financing statements and consents as Lender may reasonably request have paid the conversion fee set forth in connection with the Loan Conversion and Conversion Maturity Date; andSECTION 4.5. (eB) Upon the conversion of the Original Unpaid Principal Balance to the Term Loans, the Commitments shall terminate and Borrower shall pay have no further right to receive, and no Lender a conversion fee equal shall have the obligation to twenty-five one hundredths percent (0.25%) make, any Borrowings or to extend the Termination Date beyond the scheduled maturity of the Borrower’s Loan Amount Term Loans. (C) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then Borrower shall repay the principal balance of the Term Loans in quarterly installments, commencing on the August 1 immediately following the Loan ConversionConversion Date, and thereafter on the first (1st) day of each succeeding November, February, May, and August. The amount of each quarterly principal installment shall be equal to the following amount during the corresponding period: ================================================================================================ PERIOD QUARTERLY PAYMENT AMOUNT ================================================================================================ During the First Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 1.25% ------------------------------------------------------------------------------------------------ During the Second Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 3.75% ------------------------------------------------------------------------------------------------ During the Third Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 7.5% ================================================================================================ (D) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then interest on the unpaid principal of the Term Loans shall continue to accrue and be due and payable as provided in SECTION 3. (E) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then the unpaid principal balance of, and accrued interest on, the Term Loans, together with all other amounts due under this Agreement, shall be finally due and payable on the third (3rd) anniversary of the Conversion Date.

Conversion to Term Loan. Upon expiration (a) Subject to the terms and conditions of this Agreement, if any Extension Request shall be denied as provided in Section 3.20, then, on the Initial Maturity date that is one (1) year prior to the then-existing Termination Date (the “"Conversion Date”"), Borrower shall have may elect to convert the option of converting the Loan to a term in an aggregate unpaid principal amount not to exceed the lesser of (i) the Maximum Amount, or (ii) the then outstanding principal balance of the Loan as of Total Principal Debt (provided that any outstanding Swing Line Loans shall be purchased and converted on or before the Initial Maturity Conversion Date (the “Loan Conversion”), and, in connection therewith, extending the Maturity Date to the second anniversary of accordance with Section 2.4) outstanding on the Conversion Date (such amount being the “Conversion Maturity Date”). Borrower shall not be entitled to any Advance "Original Unpaid Principal Balance" into a term loan from each Lender (each a "Term Loan" and after collectively, the Conversion Date. The Loan Conversion and the Conversion Maturity Date shall be subject to and conditioned upon the following conditions, each and all of which must occur or be satisfied (or waived by Lender in writing"Term Loans"), provided that (i) all conditions precedent to a Borrowing set forth in Section 5 are satisfied as applicable, by no later than the Conversion Date: (a) As of the Conversion Date, (ii) no Event of Default exists, (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) shall exist under any of the Loan Documents and Borrower shall be in full compliance with each term, condition and covenant contained in this Agreement and the other Loan Documents; (biii) Borrower shall have provided Lender delivered to Agent a written request for ("Conversion Notice") to convert the Loan Conversion no later than Total Principal Debt to Term Loans at least thirty (30) days prior to the Conversion date that is one (1) year prior to the then-current Termination Date;, and (iv) Borrower shall have paid the conversion fee set forth in Section 4.5. (b) Upon the conversion of the Original Unpaid Principal Balance to the Term Loans, the Commitments shall terminate and Borrower shall have no further right to receive, and no Lender shall have the obligation to make, any Borrowings or to extend the Termination Date beyond the scheduled maturity of the Term Loans. (c) There If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then Borrower shall have occurred no material adverse change in repay the financial conditions of Borrower from that which existed as principal balance of the date Term Loans in quarterly installments, commencing on the August 1 immediately following the Conversion Date, and thereafter on the first (1st) day of this Agreement;each succeeding November, February, May, and August. The amount of each quarterly principal installment shall be equal to the following amount during the corresponding period: ------------------------------------------------------------------------------------------ Period Quarterly Payment Amount ------------------------------------------------------------------------------------------ During the First Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 1.25% ------------------------------------------------------------------------------------------ During the Second Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 3.75% ------------------------------------------------------------------------------------------ During the Third Year After the Conversion Date An amount equal to the Original Unpaid Principal Balance times 7.5% ------------------------------------------------------------------------------------------ (d) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then interest on the unpaid principal of the Term Loans shall provide Lender with such additional assignments, agreements, promissory notes, security agreements, certificates, reports, approvals, instruments, documents, subordination agreements, financing statements continue to accrue and consents be due and payable as Lender may reasonably request provided in connection with the Loan Conversion and Conversion Maturity Date; andSection 3. (e) If Borrower elects to convert the Original Unpaid Principal Balance into Term Loans, then the unpaid principal balance of, and accrued interest on, the Term Loans, together with all other amounts due under this Agreement, shall pay Lender a conversion fee equal to twenty-five one hundredths percent be finally due and payable on the third (0.25%3rd) anniversary of the Borrower’s Loan Amount immediately following the Loan ConversionConversion Date.

Conversion to Term Loan. Upon expiration At any one or more times from and after the date hereof but prior to the Maturity Date, the Borrower may elect to convert up to $10,000,000 of the Initial Maturity Date (the “Conversion Date”), Borrower shall have the option of converting the Revolving Loan Commitment to a term loan (each such conversion being deemed to be a "Converted Loan" and, collectively with any other Converted Loan, the "Converted Loans" and collectively with the Revolving Loan, the "Loans") by notifying the Lender that Borrower desires such conversion, whereupon the Lender shall prepare the documentation required to implement such Converted Loan (subject to the limitations described in an amount this Section 1(a), with financial terms to be reasonably agreed between the Lender and Borrower as to method and timing of borrowings and repayments, including a term and loan amortization schedule not to exceed five years) for execution solely by the lesser of Lender and the Borrower; provided, however, that: (i) the Maximum Amount, or total amount of the Converted Loans shall not exceed an aggregate amount of $10,000,000; (ii) Converted Loans shall each be in a minimum amount of at least $500,000; (iii) the then rate of interest of the Converted Loans shall not be less than 90-day LIBOR Rate plus three hundred basis points (3.00), and upon any Event of Default, Lender may, at its option and upon notice to Borrower, increase the interest rate on the entire outstanding principal balance of the Loan as of the Initial Maturity Date (the “Loan Conversion”)and any late fees, and, in connection therewith, extending the Maturity Date together with all accrued and unpaid interest relating to the second anniversary of Converted Loans to the Conversion Date 90-day LIBOR Rate plus four hundred basis points (4.00); (iv) the “Conversion Maturity Date”). Borrower shall not must be entitled in pro forma financial covenant compliance both before and immediately after giving effect to any Advance from and after the Conversion Date. The Loan Conversion and the Conversion Maturity Date shall be subject to and conditioned upon the following conditions, each and all of which must occur such Converted Loan; (v) no Default or be satisfied (or waived by Lender in writing), as applicable, by no later than the Conversion Date: (a) As of the Conversion Date, no Event of Default shall have occurred and be continuing either before or immediately after giving effect to such Converted Loan; (or event whichvi) the Revolving Loan Commitment shall be permanently reduced on a dollar-for-dollar basis in respect to the amount of the Converted Loan; and (vii) all representations and warranties of the Borrower shall continue to be true in all material respects on the date such Converted Loan is made as though made on such date, except for those representations and warranties that specifically relate to an earlier date. All prepayments applicable to the Loans will be allocated pro rata among the Revolving Loan and any Converted Loan pari passu therewith, unless otherwise allocated by the Lender. No Converted Loan shall be made unless the conditions set forth in Section 3 with regard to advances under the Revolving Loan shall be satisfied at the time of, and giving pro forma effect to, the making of such Converted Loan. All Converted Loans shall be secured by the Collateral pro rata with the giving Revolving Loan. The terms and conditions of notice or the passage of time, or both, would become an Event of Default) shall exist under any of the Converted Loan Documents and Borrower shall be (except as otherwise expressly set forth herein or consented to in full compliance with each termwriting by the Lender), condition and covenant contained in this Agreement and the other Loan Documents; (b) Borrower shall have provided Lender a written request for the Loan Conversion no later than thirty (30) days immediately prior to the Conversion Date; (c) There shall have occurred no material adverse change in effectiveness of such Converted Loan, the financial same as the terms and conditions of Borrower from that which existed as of the date of this Agreement; (d) Borrower shall provide Lender with Revolving Loan at such additional assignments, agreements, promissory notes, security agreements, certificates, reports, approvals, instruments, documents, subordination agreements, financing statements and consents as Lender may reasonably request in connection with the Loan Conversion and Conversion Maturity Date; and (e) Borrower shall pay Lender a conversion fee equal to twenty-five one hundredths percent (0.25%) of the Borrower’s Loan Amount immediately following the Loan Conversiontime.

Conversion to Term Loan. Upon expiration of If the Initial Maturity Date (the “Conversion Date”), Borrower shall have the option of converting the Loan to a term in an amount not to exceed the lesser of so elects by (i) delivery of a written notice to the Maximum Amount, or Agent (a "Notice to Convert") at least three (3) but not more than ten (10) Business Days prior to the date of the then current Commitment Termination Date and (ii) the cancellation and return of all outstanding Facility LCs (or, alternatively, with respect to each such Facility LC, the furnishing to the Agent of a cash deposit for deposit into the Facility LC Collateral Account equal to 105% of the Collateral Shortfall Amount as of such date), and (iii) the payment in full of all accrued and unpaid fees, then on such date (the "Loan Conversion Date") the Commitments shall be terminated and the then aggregate outstanding principal balance amount of the Loan as of the Initial Maturity Date (the “Loan Conversion”), andReimbursement Advances and all Reimbursement Obligations shall be converted to a term loan which shall, in connection therewiththe case of each Lender, extending be in the Maturity Date amount of such Lender's outstanding Reimbursement Advances and Reimbursement Obligations on such date, and which shall be due and payable in full, together with accrued interest, on the Facility Termination Date; provided, that no such conversion shall occur if a Default or Event of Default has occurred and is continuing either on the date of delivery of such Notice to Convert or on the second anniversary of the Conversion Date (the “Conversion Maturity Date”). Borrower shall not be entitled to any Advance from and after the Loan Conversion Date. The Loan Conversion Agent shall promptly deliver a copy of such Notice to Convert to each Lender. Upon delivery of such Notice to Convert, the Borrower's option to borrow and reborrow Reimbursement Advances shall terminate, and such Notice to Convert shall include a representation and warranty by the Conversion Maturity Date shall be subject to and conditioned upon Borrower that the following conditions, each and all of which must occur conditions contained in Section 3.02 have been or will be satisfied (or waived by Lender in writing), as applicable, by no later than the Conversion Date: (a) As of the Conversion Date, no Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) shall exist under any of the Loan Documents and Borrower shall be in full compliance with each term, condition and covenant contained in this Agreement and the other Loan Documents; (b) Borrower shall have provided Lender a written request for the Loan Conversion no later than thirty (30) days prior to the Conversion Date; (c) There shall have occurred no material adverse change in the financial conditions of Borrower from that which existed as of the date of this Agreement; (d) Borrower shall provide Lender with such additional assignments, agreements, promissory notes, security agreements, certificates, reports, approvals, instruments, documents, subordination agreements, financing statements Notice to Convert and consents as Lender may reasonably request in connection with of the Loan Conversion Date. Amounts repaid or prepaid following any such conversion may not be reborrowed. If such term loan conversion has not previously been completed, then on the Commitment Termination Date, the Commitments shall be terminated and Conversion Maturity Date; and (e) the Borrower shall pay Lender a conversion fee equal to twenty-five one hundredths percent (0.25%) of the Borrower’s Loan Amount immediately following the Loan Conversionin full any Aggregate Outstanding Credit Exposures and all other unpaid Obligations.

Conversion to Term Loan. Upon expiration The Borrower may request the conversion of all or any portion of any Loans that have been borrowed and are outstanding as of the Initial Maturity Commitment Termination Date into term loans (the “Conversion DateTerm-Out Option”). The Borrower may request to exercise the Term-Out Option by delivering to the Lender an executed Term-Out Conversion Notice appropriately completed and signed by a Principal Officer or any other officer or representative of the Borrower authorized by the board of directors of the Borrower not later than 12:00 Noon, Borrower Plano, Texas time, fifteen (15) days prior to the Commitment Termination Date. The Term-Out Conversion Notice shall have the option of converting the Loan to a term in an amount not to exceed the lesser of specify (ia) the Maximum Amount, or (ii) the then outstanding principal balance of the Loan as of the Initial new Maturity Date (the “Loan Conversion”for all such term Loan(s), and, which in connection therewith, extending the Maturity Date to no event shall be later than the second anniversary of the Commitment Termination Date, and (b) the Applicable Rate of all such term Loan(s). Following the delivery by the Borrower and the acceptance by the Lender of the Term-Out Conversion Notice (such acceptance to be indicated by the Lender’s countersignature thereon) and the Lender’s receipt of the Conversion Fee (defined below), the Maturity Date applicable to all such Loan(s) shall automatically be extended to the date so selected by the Borrower in the Term-Out Conversion Notice (such extended date, the “Conversion Term Maturity Date”). Borrower shall not be entitled to any Advance from , and on and after the Commitment Termination Date, the Loans subject to such Term-Out Conversion Notice shall thereafter be term Loans that (i) may not be reborrowed once repaid, (ii) shall bear interest on the outstanding principal amount thereof at the Applicable Rate and for the Interest Periods specified in the Term-Out Conversion Notice and otherwise in accordance with Section 2.03, and (iii) are payable in full on the Term Maturity Date. The Loan Conversion and the Conversion Maturity Date shall be subject to and conditioned upon the following conditions, each and all of which must occur or be satisfied (or waived by Lender in writing), as applicable, by no later than the Conversion Date: (a) As of the Conversion Date, no Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) shall exist under any of the Loan Documents and Borrower shall be in full compliance with each term, condition and covenant contained in this Agreement and the other Loan Documents; (b) Borrower shall have provided Lender a written request for the Loan Conversion no later than thirty (30) days prior to the Conversion Date; (c) There shall have occurred no material adverse change in the financial conditions of Borrower from that which existed as of the date of this Agreement; (d) Borrower shall provide Lender with such additional assignments, agreements, promissory notes, security agreements, certificates, reports, approvals, instruments, documents, subordination agreements, financing statements and consents as Lender may reasonably request in connection with the Loan Conversion and Conversion Maturity Date; and (e) Borrower shall pay Lender a conversion fee equal to twenty-five one hundredths percent (0.25%) of the Borrower’s Loan Amount immediately following the Loan Conversion.used

Conversion to Term Loan. Upon expiration (a) The Company may, upon (i) written notice to the Administrative Agent not later than 11:00 a.m. on the third Business Day prior to the Termination Date, (ii) payment of a fee to the Administrative Agent for the ratable account of the Initial Lenders equal to 0.75% of the aggregate principal amount of the Committed Loans outstanding on the Termination Date which are to be converted to Term Loans, and (iii) satisfaction of the condition specified in Sections 3.02(c) at the time of such conversion, convert all or a portion (as specified in such written notice) of the unpaid principal amount of the Committed Loans outstanding as of the Termination Date into Term Loans, which shall, at the election of the Company, either be Euro-Currency Loans or Base Rate Loans bearing interest at a rate per annum equal to the Euro-Currency Rate or the Base Rate, as the case may be, plus the Euro-Currency Margin or the Base Rate Margin, as applicable. If this Term Loan Conversion Option is exercised, then, on the Termination Date, immediately prior to the time when the unpaid principal amount of the Committed Loans would otherwise be due, the Committed Loans (or the applicable portion thereof as requested by the Company) shall automatically convert into Term Loans which the Borrower shall repay to the Administrative Agent for the ratable accounts of the Lenders on the Maturity Date Date, subject to prepayment at the option of the Company in accordance with Section 2.12. The amounts so converted shall be treated for all purposes of this Agreement as Committed Loans except that after the Termination Date: (i) the Borrower may not make any additional Borrowings; (ii) the amounts paid or prepaid may not be reborrowed; (iii) the amount of each Lender’s Commitment shall be terminated; and (iv) no Facility Fees shall accrue after the Termination Date. Any portion of the Committed Loans not so converted to Term Loans shall be repaid in full on the Termination Date. (b) If, on the last Business Day of any calendar month, the Total Outstanding Amount at such time exceeds the aggregate amount of Commitments, then the Borrower shall, on the last Business Day of the next calendar month (the “Conversion Prepayment Date”), Borrower shall have the option prepay one or more Groups of converting the Loan to a term Borrowings in an aggregate principal amount not equal to exceed the lesser of (i) the Maximum Amountexcess, or (ii) the then outstanding principal balance if any, of the Loan Total Outstanding Amount as of such Prepayment Date over the Initial Maturity Date (the “Loan Conversion”), and, in connection therewith, extending the Maturity Date to the second anniversary of the Conversion Date (the “Conversion Maturity Date”). Borrower shall not be entitled to any Advance from and after the Conversion Date. The Loan Conversion and the Conversion Maturity Date shall be subject to and conditioned upon the following conditions, each and all of which must occur or be satisfied (or waived by Lender in writing), as applicable, by no later than the Conversion Date: (a) As of the Conversion Date, no Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) shall exist under any of the Loan Documents and Borrower shall be in full compliance with each term, condition and covenant contained in this Agreement and the other Loan Documents; (b) Borrower shall have provided Lender a written request for the Loan Conversion no later than thirty (30) days prior to the Conversion Date; (c) There shall have occurred no material adverse change in the financial conditions of Borrower from that which existed as of the date of this Agreement; (d) Borrower shall provide Lender with such additional assignments, agreements, promissory notes, security agreements, certificates, reports, approvals, instruments, documents, subordination agreements, financing statements and consents as Lender may reasonably request in connection with the Loan Conversion and Conversion Maturity Date; and (e) Borrower shall pay Lender a conversion fee equal to twentythen-five one hundredths percent (0.25%) of the Borrower’s Loan Amount immediately following the Loan Conversionoutstanding Commitments.