Common use of Conversion to Term Loan Clause in Contracts

Conversion to Term Loan. On or prior to July 24, 2017 (the “Conversion Deadline”), at Borrower’s option with ninety (90) days’ advance written notice to Lender, this Note may be consolidated with that certain $2,000,000.00 revolving line of credit note of even date herewith made by Borrower to the order of Lender and converted to a ten (10) year term loan bearing interest at the Index plus the Margin, provided that: (a) no default exists under this Note or any other Loan Document; (b) the terms of such conversion shall be subject to Lender’s approval; (c) Borrower agrees to provide to Lender all necessary due diligence including, without limitation, title endorsements, legal opinions, and other items as may be required by Lender in connection with the conversion of this Note; (d) Borrower shall provide substitute collateral to secure the converted term loan, which collateral shall meet all conditions that a Substitute Parcel is required to meet under Section 7.17 of the Loan Agreement; (e) the loan amount for the converted term loan shall not exceed fifty percent (50.0%) of the Lender-approved stabilized value of the proposed collateral, as determined by Lender based on a current appraisal of such collateral to be engaged, reviewed and approved by Lender prior to conversion; (f) the proposed collateral shall have an actual in place Net Operating Income (as evidenced by said current appraisal) sufficient to generate a minimum DSCR of 1.40 to 1.00, with a DSCR based on (A) the trailing 180-day Net Operating Income of the Property annualized with expenses customary to the Property including, without limitation, a management fee of 4.00% and replacement reserves of $0.15 per square foot, and (B) debt service (based on the proposed principal balance of the converted loan) equal to the “Minimum Underwriting Rate” under Lender’s credit policies at such time and an assumed amortization of twenty-five (25) years; and (g) Borrower agrees to execute with Lender all documents required to modify this Note and the other Loan Documents, as applicable, to set forth the modified terms of the Loan in connection with the conversion of this Note to a term loan, such modification documents to be in form and content satisfactory to Lender. In the event this Note is not converted to a term loan in accordance herewith, this Note shall remain payable as set forth in section 2 above.

Conversion to Term Loan. On At any one or more times from and after the date hereof but prior to July 24the Maturity Date, 2017 (the “Conversion Deadline”), at Borrower’s option with ninety (90) days’ advance written notice Borrower may elect to Lender, this Note may be consolidated with that certain convert up to $2,000,000.00 revolving line of credit note of even date herewith made by Borrower to the order of Lender and converted to a ten (10) year term loan bearing interest at the Index plus the Margin, provided that: (a) no default exists under this Note or any other Loan Document; (b) the terms of such conversion shall be subject to Lender’s approval; (c) Borrower agrees to provide to Lender all necessary due diligence including, without limitation, title endorsements, legal opinions, and other items as may be required by Lender in connection with the conversion of this Note; (d) Borrower shall provide substitute collateral to secure the converted term loan, which collateral shall meet all conditions that a Substitute Parcel is required to meet under Section 7.17 10,000,000 of the Revolving Loan Agreement; (e) the loan amount for the converted term loan shall not exceed fifty percent (50.0%) of the Lender-approved stabilized value of the proposed collateral, as determined by Lender based on a current appraisal of such collateral to be engaged, reviewed and approved by Lender prior to conversion; (f) the proposed collateral shall have an actual in place Net Operating Income (as evidenced by said current appraisal) sufficient to generate a minimum DSCR of 1.40 to 1.00, with a DSCR based on (A) the trailing 180-day Net Operating Income of the Property annualized with expenses customary to the Property including, without limitation, a management fee of 4.00% and replacement reserves of $0.15 per square foot, and (B) debt service (based on the proposed principal balance of the converted loan) equal to the “Minimum Underwriting Rate” under Lender’s credit policies at such time and an assumed amortization of twenty-five (25) years; and (g) Borrower agrees to execute with Lender all documents required to modify this Note and the other Loan Documents, as applicable, to set forth the modified terms of the Loan in connection with the conversion of this Note to a term loan, such modification documents to be in form and content satisfactory to Lender. In the event this Note is not converted 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 accordance herewiththis Section 1(a), this Note 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 Lender and the Borrower; provided, however, that: (i) the total amount of the Converted Loans shall remain payable 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 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 and any late fees, together with all accrued and unpaid interest relating to the Converted Loans to the 90-day LIBOR Rate plus four hundred basis points (4.00); (iv) the Borrower must be in pro forma financial covenant compliance both before and immediately after giving effect to such Converted Loan; (v) no Default or Event of Default shall have occurred and be continuing either before or immediately after giving effect to such Converted Loan; (vi) 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 2 aboveSection 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 Revolving Loan. The terms and conditions of any Converted Loan shall be (except as otherwise expressly set forth herein or consented to in writing by the Lender), immediately prior to the effectiveness of such Converted Loan, the same as the terms and conditions of the Revolving Loan at such time.

Conversion to Term Loan. On or the Construction Loan Maturity Date, Borrower shall pay to Bank all outstanding principal and accrued and unpaid interest, and any other amounts due under the Loan Documents. However, Borrower may request an extension of the Maturity Date to the Term Loan Maturity Date, and conversion of the Construction Loan to a Term Loan subject to the terms and conditions set forth below: (a) Borrower shall give written notice of its request to convert to a Term Loan and extend the Maturity Date to the Term Loan Maturity Date at least ninety (90) days prior to July 24the Construction Loan Maturity Date; (b) There shall have been no material deterioration in the financial condition of Borrower or any Loan Party since the Closing Date, 2017 as determined by Bank in Bank’s sole discretion. (c) Borrower and any Loan Party shall have executed such documents as Bank may require in connection with such extension, including any amendments to the “Conversion Deadline”Loan Documents. (d) Neither Borrower nor any other Loan Party shall be in default beyond applicable notice and cure periods under any promissory note, deed of trust, security agreement or guaranty between Bank and any such party. (e) Borrower shall have provided Bank with evidence reasonably acceptable to Bank, in its sole discretion, including certification from Architect that Improvements are substantially completed on or before the Construction Loan Maturity Date. (f) A Notice of Completion has been recorded as to all Improvements or Borrower has provided other reasonably satisfactory evidence to Bank that the Improvements have been satisfactorily completed, the Project is free of mechanics liens (or has provided satisfactory assurances, such as a bond, for such liens); and Borrower has caused to be issued, at Borrower’s option with ninety expense, a CLTA form 101.2 endorsement to Bank’s policy of title insurance, and such other endorsements as Bank reasonably requests, insuring the continued priority of the Deed of Trust. (90g) days’ advance written notice to LenderThe representations and warranties contained in this Agreement and in all the Loan Documents are true and correct in all material respects as of the date the Loan would otherwise mature, this Note may be consolidated with that certain $2,000,000.00 revolving line of credit note of even date herewith made by Borrower to the order of Lender and converted to a ten (10) year term loan bearing interest at the Index plus the Margin, provided that: (a) no default exists under this Note or any other Loan Document; (b) the terms extent applicable as of such conversion shall be subject to Lender’s approval; (c) Borrower agrees to provide to Lender all necessary due diligence including, without limitation, title endorsements, legal opinions, and other items as may be required by Lender in connection with the conversion of this Note; (d) Borrower shall provide substitute collateral to secure the converted term loan, which collateral shall meet all conditions that a Substitute Parcel is required to meet under Section 7.17 of the Loan Agreement; (e) the loan amount for the converted term loan shall not exceed fifty percent (50.0%) of the Lender-approved stabilized value of the proposed collateraldate, as determined by Lender based on a current appraisal of such collateral to be engagedBank, reviewed and approved by Lender prior to conversionin its sole discretion; and (fh) The Loan-to-Value Ratio shall not exceed seventy percent (70%). Should the proposed collateral Loan-to- Value Ratio exceed seventy percent (70%), then Borrower shall have the option to pay down the outstanding principal balance under the Note by an actual in place Net Operating Income amount that will reduce such ratio to no more than seventy percent (as evidenced by said current appraisal) sufficient 70%). Bank shall have the right to generate a minimum DSCR of 1.40 to 1.00, with a DSCR based on (A) the trailing 180-day Net Operating Income require an Appraisal of the Property annualized Property. Any and all costs, fees and expenses Incurred in connection with such Appraisal shall be paid by Borrower. (i) Unless and until Bank shall have sold one or more Ratable Shares of the Loan so that Bank’s Maximum Commitment is not more than $32,700,000.00, no more than $32,700,000.00 shall be Advanced. (j) Borrower shall pay all costs and expenses customary incurred by Bank in connection with extending the Construction Loan Maturity Date and converting to the Property includingTerm Loan, including without limitation, a management fee of 4.00% and replacement reserves of $0.15 per square footdocumentation and/or recording fees, if any, and (B) debt service (based on the proposed principal balance cost of the converted loan) equal to the “Minimum Underwriting Rate” under Lender’s credit policies at such time and an assumed amortization of twenty-five (25) years; and (g) Borrower agrees to execute with Lender all documents any title endorsements required to modify this Note and the other Loan Documents, as applicable, to set forth the modified terms of the Loan in connection with by Bank. Upon the conversion of this Note the Construction Loan to a term loanthe Term Loan, such modification documents the Term Loan will continue to be in form secured by the Deed of Trust and content satisfactory to Lender. In all other security for the event this Note is not converted to a term loan in accordance herewith, this Note shall remain payable as set forth in section 2 aboveConstruction Loan.

Conversion to Term Loan. On or prior to July 24, 2017 (the “Conversion Deadline”), at Borrower’s option with ninety (90) days’ advance written notice to Lender, this Note may be consolidated with that certain $2,000,000.00 18,000,000.00 revolving line of credit note of even date herewith made by Borrower to the order of Lender and converted to a ten (10) year term loan bearing interest at the Index plus the Margin, provided that: (a) no default exists under this Note or any other Loan Document; (b) the terms of such conversion shall be subject to Lender’s approval; (c) Borrower agrees to provide to Lender all necessary due diligence including, without limitation, title endorsements, legal opinions, and other items as may be required by Lender in connection with the conversion of this Note; (d) Borrower shall provide substitute collateral to secure the converted term loan, which collateral shall meet all conditions that a Substitute Parcel is required to meet under Section 7.17 of the Loan Agreement; (e) the loan amount for the converted term loan shall not exceed fifty percent (50.0%) of the Lender-approved stabilized value of the proposed collateral, as determined by Lender based on a current appraisal of such collateral to be engaged, reviewed and approved by Lender prior to conversion; (f) the proposed collateral shall have an actual in place Net Operating Income (as evidenced by said current appraisal) sufficient to generate a minimum DSCR of 1.40 to 1.00, with a DSCR based on (A) the trailing 180-day Net Operating Income of the Property annualized with expenses customary to the Property including, without limitation, a management fee of 4.00% and replacement reserves of $0.15 per square foot, and (B) debt service (based on the proposed principal balance of the converted loan) equal to the “Minimum Underwriting Rate” under Lender’s credit policies at such time and an assumed amortization of twenty-five (25) years; and (g) Borrower agrees to execute with Lender all documents required to modify this Note and the other Loan Documents, as applicable, to set forth the modified terms of the Loan in connection with the conversion of this Note to a term loan, such modification documents to be in form and content satisfactory to Lender. In the event this Note is not converted to a term loan in accordance herewith, this Note shall remain payable as set forth in section 2 above.

Conversion to Term Loan. On or (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 date that is one (1) year prior to July 24, 2017 the then-existing Termination Date (the “Conversion Deadline”"CONVERSION DATE"), Borrower may elect to convert the aggregate unpaid principal amount of the Total Principal Debt (provided that any outstanding Swing Line Loans shall be purchased and converted on or before the Conversion Date in accordance with SECTION 2.4) outstanding on the Conversion Date (such amount being the "ORIGINAL UNPAID PRINCIPAL BALANCE" into a term loan from each Lender (each a "TERM LOAN" and collectively, the "TERM LOANS"), provided that (i) all conditions precedent to a Borrowing set forth in SECTION 5 are satisfied as of the Conversion Date, (ii) no Default exists, (iii) Borrower shall have delivered to Administrative Agent a written request ("CONVERSION NOTICE") to convert the Total Principal Debt to Term Loans at Borrower’s option with ninety least thirty (9030) days’ advance written notice to Lender, this Note may be consolidated with that certain $2,000,000.00 revolving line of credit note of even date herewith made by Borrower days prior to the order of Lender and converted to a ten date that is one (101) year term loan bearing interest at prior to the Index plus the Marginthen-current Termination Date, provided that: and (a) no default exists under this Note or any other Loan Document; (b) the terms of such conversion shall be subject to Lender’s approval; (civ) Borrower agrees to provide to Lender all necessary due diligence including, without limitation, title endorsements, legal opinions, and other items as may be required by Lender shall have paid the conversion fee set forth in connection with SECTION 4.5. (B) Upon the conversion of this Note; (d) the Original Unpaid Principal Balance to the Term Loans, the Commitments shall terminate and Borrower shall provide substitute collateral have no further right to secure receive, and no Lender shall have the converted term loanobligation to make, which collateral shall meet all conditions that a Substitute Parcel is required any Borrowings or to meet under Section 7.17 extend the Termination Date beyond the scheduled maturity of the Loan Agreement; Term Loans. (eC) If Borrower elects to convert the loan amount for Original Unpaid Principal Balance into Term Loans, then Borrower shall repay the converted term loan shall not exceed fifty percent (50.0%) of the Lender-approved stabilized value of the proposed collateral, as determined by Lender based on a current appraisal of such collateral to be engaged, reviewed and approved by Lender prior to conversion; (f) the proposed collateral shall have an actual in place Net Operating Income (as evidenced by said current appraisal) sufficient to generate a minimum DSCR of 1.40 to 1.00, with a DSCR based on (A) the trailing 180-day Net Operating Income of the Property annualized with expenses customary to the Property including, without limitation, a management fee of 4.00% and replacement reserves of $0.15 per square foot, and (B) debt service (based on the proposed principal balance of the converted loanTerm Loans in quarterly installments, commencing on the August 1 immediately following the Conversion 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 “Minimum Underwriting Rate” under Lender’s credit policies at such time and an assumed amortization of twenty-five 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% ================================================================================================ (25D) years; and (g) If Borrower agrees elects to execute with Lender all documents required to modify this Note and convert the other Loan DocumentsOriginal Unpaid Principal Balance into Term Loans, as applicable, to set forth then interest on the modified terms unpaid principal of the Loan in connection with the conversion of this Note Term Loans shall continue to a term loan, such modification documents to accrue and be in form due and content satisfactory to Lender. In the event this Note is not converted to a term loan in accordance herewith, this Note shall remain payable as set forth provided in section 2 aboveSECTION 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.