Common use of Conversion to Term Loan Clause in Contracts

Conversion to Term Loan. From and after the Closing Date to but not including the Revolving Termination Date, at the Borrower’s option upon written notice (a “Notice to Convert”) to the Administrative Agent (who shall promptly notify each of the Lenders), the Borrower may convert the then outstanding aggregate principal amount of the Loans hereunder to a term loan. The Notice to Convert shall expressly state the date (the “Conversion Date”) on which such conversion shall occur, which date shall be prior to the Revolving Termination Date, and shall be irrevocable once given and shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 6.2(b) and (c) have been satisfied as of the date of such Notice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, (i) the Borrower’s right to request to borrow and reborrow Loans shall terminate and all amounts repaid or prepaid following such date may not be reborrowed, (ii) the obligation of each Lender to make any Loans under Section 2.1 shall be terminated, and (iii) the outstanding principal balance of all Loans hereunder, together with accrued and unpaid interest thereon, shall be due and payable in full on the Converted Loan Termination Date. From and after the Conversion Date, the Applicable Percentage for Base Rate Loans, the Applicable Percentage for Eurodollar Loans and the Applicable Percentage for Letters of Credit shall be increased by the Term-Out Margin. All references in this Credit Agreement to Loans shall include such Loans as converted hereunder. For the avoidance of doubt, if such term loan conversion has not previously been completed, then on the Revolving Termination Date, the Commitments shall be terminated and the Borrower shall pay in full all of the Loans, Reimbursement Obligations and any other amounts then owing by the Borrower hereunder or under the other Credit Documents.

Conversion to Term Loan. From and after the Closing Date If Company so elects by delivery of a written notice to Administrative Agent at least three (3) Business Days but not including more than thirty (30) days prior to the date of the Revolving Loan Commitment Termination Date, at then on such date (the Borrower’s option upon written notice (a “Notice to ConvertTerm Loan Conversion Date”) to the Administrative Agent (who shall promptly notify each of the Lenders), the Borrower may convert Commitments shall be terminated and the then outstanding aggregate principal amount of the Loans hereunder (other than Bid Loans) shall be converted to a term loan. The Notice to Convert shall expressly state loan which shall, in the date case of each Lender, be in the amount of such Lender’s outstanding Loans (the “Conversion Date”other than Bid Loans) on which such conversion shall occur, which date shall be prior to the Revolving Termination Datedate, and shall be irrevocable once given and shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 6.2(b) and (c) have been satisfied as of the date of such Notice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, (i) the Borrower’s right to request to borrow and reborrow Loans shall terminate and all amounts repaid or prepaid following such date may not be reborrowed, (ii) the obligation of each Lender to make any Loans under Section 2.1 shall be terminated, and (iii) the outstanding principal balance of all Loans hereunder, together with accrued and unpaid interest thereon, which shall be due and payable in full full, together with accrued interest, on the Converted one year anniversary of the Revolving Loan Commitment Termination Date, with any prepayment thereof to be made subject to subsection 2.6D; provided, that no such conversion shall occur if an Event of Default or Potential Event of Default has occurred and is continuing either on the date of delivery of such notice or on the Term Loan Conversion Date. From and after Amounts repaid or prepaid following any such conversion may not be reborrowed. On the Term Loan Conversion Date, Company shall pay a fee to the Applicable Percentage Agent, for Base Rate Loansthe ratable benefit of each Lender, equal to the Applicable Percentage for Eurodollar product of (x) 1.00% times (y) the then outstanding principal amount of all Loans and being converted to a term loan on the Applicable Percentage for Letters of Credit shall be increased by the Term-Out MarginTerm Loan Conversion Date. All references in this Credit Agreement to Loans shall include such Loans as converted hereunder. For the avoidance of doubt, if If such term loan conversion has not previously been completed, then on the Revolving Loan Commitment Termination Date, the Commitments shall be terminated and the Borrower shall pay in full all of the Loans, Reimbursement Loans and other Obligations shall be due and any other amounts then owing by the Borrower hereunder or under the other Credit Documentspayable.

Conversion to Term Loan. From and after the Closing Date to but not including the Revolving Termination Date, at (1) At the Borrower’s 's option upon written notice (a “Notice to Convert”"NOTICE TO CONVERT") to the Administrative Agent (who shall promptly notify each of the Lenders), the Borrower may and (2) on the effective date of any conversion to term loans of the "Loans" under and pursuant to the terms of Section 2.19(C) of the 364-Day Credit Agreement, the Borrower automatically shall, convert the then outstanding aggregate principal amount of the Loans Advances hereunder to a term loanloan hereunder. The Notice to Convert shall expressly state the date (the “Conversion Date”) on which such conversion shall occur, which occur (the date shall be prior of such requested conversion or the date of conversion of the "Loans" under and pursuant to the Revolving Termination Date, 364-Day Credit Agreement being the "CONVERSION DATE") and shall be irrevocable once given and shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 6.2(b) and (c) Section 7 have been satisfied as of the date of such Notice to Convert and as of the Conversion Date. Upon delivery of such Notice to ConvertConvert (or automatically with the conversion of the "Loans" under and pursuant to the 364-Day Credit Agreement), (i) the Borrower’s right Borrowers' option to request extensions of the Revolving Credit Termination Date under clause (a) above and, except as provided in clause (c) below with respect to the rollover of Advances held by Windmill, to borrow and reborrow Loans Advances hereunder, shall terminate and all amounts repaid or prepaid following such date may not be reborrowed, (ii) the obligation of each Lender to make any Loans under Section 2.1 shall be terminatedexcept as provided in clause (c) below, and (iii) the outstanding principal balance of all Loans hereunder, together with accrued and unpaid interest thereon, Advances hereunder shall be due and payable in full on the Converted Loan Termination Date. From and earliest of (A) the date that is 364 days after the Conversion Date (or, if such date of payment is not a Business Day, on the immediately preceding Business Day) (the "CONVERSION MATURITY DATE") and (B) the Facility Termination Date, the Applicable Percentage for Base Rate Loans, the Applicable Percentage for Eurodollar Loans and the Applicable Percentage for Letters of Credit shall be increased by the Term-Out Margin. All references in this Credit Agreement to Loans Advances shall include such Loans Advances as converted hereunder. For The Borrower hereby agrees to provide to the avoidance Agent a copy of doubt, if any "Notice to Convert" delivered to the Administrative Agent under and as defined in the 364-Day Credit Agreement simultaneously with such term loan conversion has not previously been completed, then on the Revolving Termination Date, the Commitments shall be terminated and the Borrower shall pay in full all of the Loans, Reimbursement Obligations and any other amounts then owing by the Borrower hereunder or under the other Credit Documentsdelivery.

Conversion to Term Loan. From and after the Closing Date to but not including the Revolving Termination Date(a) The Company may, at the Borrower’s option upon (i) written notice (a “Notice to Convert”) to the Administrative Agent not later than 11:00 a.m. on the third Business Day prior to the Termination Date, (who shall promptly notify each ii) payment of a fee to the Administrative Agent for the ratable account of the Lenders), Lenders equal to 0.75% of the Borrower may convert the then outstanding aggregate principal amount of the Committed Loans hereunder outstanding on the Termination Date which are to a term loan. The Notice be converted to Convert shall expressly state the date (the “Conversion Date”) on which such conversion shall occur, which date shall be prior to the Revolving Termination Date, and shall be irrevocable once given and shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 6.2(b) and (c) have been satisfied as of the date of such Notice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, (i) the Borrower’s right to request to borrow and reborrow Loans shall terminate and all amounts repaid or prepaid following such date may not be reborrowed, (ii) the obligation of each Lender to make any Loans under Section 2.1 shall be terminatedTerm 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 balance amount of all the Committed Loans hereunderwould otherwise be due, together 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, subject to prepayment at the option of the Company in accordance with accrued and unpaid interest thereon, Section 2.12. The amounts so converted shall be due 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 payable (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 Converted Loan Termination Date. From and after the Conversion Date, the Applicable Percentage for Base Rate Loans, the Applicable Percentage for Eurodollar Loans and the Applicable Percentage for Letters of Credit shall be increased by the Term-Out Margin. All references in this Credit Agreement to Loans shall include such Loans as converted hereunder. For the avoidance of doubt, if such term loan conversion has not previously been completed, then on the Revolving Termination Date, the Commitments shall be terminated and the Borrower shall pay in full all of the Loans, Reimbursement Obligations and any other amounts then owing by the Borrower hereunder or under the other Credit Documents.

Conversion to Term Loan. From Provided (i) the Spin-Off Transactions have been consummated and evidence of the same shall have been delivered to the Lenders and (ii) no Default or Unmatured Default shall be continuing, from and after the Closing Date to but not and including the Revolving Commitment Termination Date, at the Borrower’s Company's option upon written notice (a “Notice to Convert”"NOTICE TO CONVERT") to the Administrative Agent (who which shall promptly notify each all of the Lenders), the Borrower Company, on behalf of all of the Borrowers, may convert the then outstanding aggregate principal amount of the Loans Advances hereunder to a term loan. The Notice to Convert shall (i) expressly state the date (the “Conversion Date”) on which such conversion shall occuroccur (such date being the "CONVERSION DATE"), which date shall be prior to a Business Day occurring on or before the Revolving Commitment Termination Date, and shall (ii) be irrevocable once given and shall (iii) constitute a representation and warranty by the Borrower Borrowers that the conditions contained in Sections 6.2(b) and (c) Section 4.2 have been satisfied as of the date of such Notice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, (i) the Borrower’s right Borrowers' option to request extensions of the Revolving Loan Termination Date under Section 2.23 and to borrow and reborrow Revolving Loans hereunder shall terminate and all amounts repaid or prepaid following such date may not be reborrowedterminate, (ii) the obligation of each Lender to make any Loans under Section 2.1 Aggregate Commitment shall be terminatedreduced to zero, and (iii) the outstanding aggregate principal balance of all Revolving Loans hereunder, together with accrued and unpaid interest thereon, hereunder shall be due and payable in full on the earlier of (a) the Converted Loan Termination Date. From Date and after (b) the Conversion Date, the Applicable Percentage for Base Rate Loans, the Applicable Percentage for Eurodollar Loans and the Applicable Percentage for Letters of Credit shall be increased by the Term-Out Margin. All references in this Credit Agreement to date on which all Loans shall include such Loans as converted hereunder. For the avoidance of doubt, if such term loan conversion has not previously been completed, then on the Revolving Termination Date, the Commitments shall be terminated become due and the Borrower shall pay in full all of the Loans, Reimbursement Obligations and any other amounts then owing by the Borrower hereunder or payable under the other Credit DocumentsArticle VIII.

Conversion to Term Loan. From and after At the Closing Date to but not including the Revolving Termination Date, at the Borrower’s Company's option upon written notice (a “Notice to Convert”"NOTICE TO CONVERT") to the Administrative Agent (who shall promptly notify each of the Lenders), the Borrower Company may convert the then outstanding aggregate principal amount of the Loans Advances hereunder to a term loan. The Notice to Convert shall expressly state the date (the “Conversion Date”) on which such conversion shall occur, which occur (such date shall be prior to being the Revolving Termination Date, "CONVERSION DATE") and shall be irrevocable once given and shall constitute a representation and warranty by the Borrower Company that the conditions contained in Sections 6.2(b5.3(A) and (cB) have been satisfied as of the date of such Notice to Convert and as of the Conversion Date. Upon delivery of such Notice to Convert, (i) the Borrower’s right Borrowers' option to request extensions of the Termination Date under clause (B) above, to borrow and reborrow Revolving Loans and Swing Line Loans hereunder, and to request Competitive Bid Loans hereunder, shall terminate and all amounts repaid or prepaid following such date may not be reborrowedterminate, (ii) the obligation of each Lender to make any Loans under Section 2.1 Aggregate Revolving Loan Commitment shall be terminatedreduced to zero, and (iii) the outstanding principal balance of all Loans hereunder, together with accrued and unpaid interest thereon, hereunder shall be due and payable in full on the Converted Loan Termination Date. From and earliest of (a) the date that is 364 days after the Conversion Date (or, if such date of payment is not a Business Day, on the immediately preceding Business Day), (b) the Facility Termination Date, the Applicable Percentage for Base Rate Loansor, if earlier, the Applicable Percentage for Eurodollar Loans and last day of the Applicable Percentage for Letters applicable Interest Period in the case of Credit shall be increased by the Term-Out MarginCompetitive Bid Loans. All references in this Credit Agreement to Revolving Loans, Swing Line Loans and Competitive Bid Loans shall include such Loans loans as converted hereunder. For the avoidance of doubt, if such term loan conversion has not previously been completed, then on the Revolving Termination Date, the Commitments shall be terminated and the Borrower shall pay in full all of the Loans, Reimbursement Obligations and any other amounts then owing by the Borrower hereunder or under the other Credit Documents.