Common use of Conversion to Term Loan Clause in Contracts

Conversion to Term Loan. 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 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 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 Lender and the Borrower; provided, however, that: (i) the 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 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 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. At any one On or more times from and after the date hereof but prior to July 24, 2017 (the Maturity Date“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 elect be required by Lender in connection with the conversion of this Note; (d) Borrower shall provide substitute collateral to convert up secure the converted term loan, which collateral shall meet all conditions that a Substitute Parcel is required to $10,000,000 meet under Section 7.17 of the Revolving Loan Commitment 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 (each such conversion being deemed to be a "Converted Loan" andin accordance herewith, 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 this Note shall prepare the documentation required to implement such Converted Loan (subject to the limitations described in this Section 1(a), with financial terms to be reasonably agreed between the Lender and Borrower remain payable 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 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 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 timesection 2 above.

Conversion to Term Loan. At any one or If the Borrower so elects by (i) delivery of a written notice to the Agent (a "Notice to Convert") at least three (3) but not more times from and after the date hereof but than ten (10) Business Days prior to the Maturity Datedate 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 Borrower may elect furnishing to convert up the Agent of a cash deposit for deposit into the Facility LC Collateral Account equal to $10,000,000 105% of the Revolving 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 Commitment Conversion Date") the Commitments shall be terminated and the then aggregate outstanding principal amount of the Reimbursement Advances and all Reimbursement Obligations shall be converted to a term loan (which shall, in the case of each Lender, be in the amount of such conversion being deemed to Lender's outstanding Reimbursement Advances and Reimbursement Obligations on such date, and which shall be a "Converted Loan" anddue and payable in full, collectively together with any other Converted Loanaccrued interest, on 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 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 Lender and the BorrowerFacility Termination Date; provided, however, that: (i) the total amount of the Converted Loans that no such conversion shall not exceed an aggregate amount of $10,000,000; (ii) Converted Loans shall each be in occur if 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 has occurred and be is continuing either before on the date of delivery of such Notice to Convert or immediately after giving effect on the Loan Conversion Date. The Agent shall promptly deliver a copy of such Notice to Convert to each Lender. Upon delivery of such Converted Loan; (vi) Notice to Convert, the Revolving Borrower's option to borrow and reborrow Reimbursement Advances shall terminate, and such Notice to Convert shall include a representation and warranty by the Borrower that the conditions contained in Section 3.02 have been or will be satisfied as of the date of such Notice to Convert and as 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 permanently reduced on a dollar-for-dollar basis in respect to the amount of the Converted Loan; terminated and (vii) all representations and warranties of the Borrower shall continue to be true pay in full any Aggregate Outstanding Credit Exposures and 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 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 timeother unpaid Obligations.

Conversion to Term Loan. At any one On or more times from and after the date hereof but prior to July 24, 2017 (the Maturity Date“Conversion Deadline”), at Borrower’s option with ninety (90) days’ advance written notice to Lender, this Note may be consolidated with that certain $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 elect be required by Lender in connection with the conversion of this Note; (d) Borrower shall provide substitute collateral to convert up secure the converted term loan, which collateral shall meet all conditions that a Substitute Parcel is required to $10,000,000 meet under Section 7.17 of the Revolving Loan Commitment 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 (each such conversion being deemed to be a "Converted Loan" andin accordance herewith, 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 this Note shall prepare the documentation required to implement such Converted Loan (subject to the limitations described in this Section 1(a), with financial terms to be reasonably agreed between the Lender and Borrower remain payable 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 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 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 timesection 2 above.