Common use of Term-Out Clause in Contracts

Term-Out. Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent for posting to the Lenders sent not less than thirty (30) days and not more than sixty (60) days prior to the Maturity Date, elect to have the entire principal balance of the Loans then outstanding converted to non-revolving term loans (the “Term Loans”), which Term Loans shall be due and payable on the Term Loan Maturity Date (such option to convert the revolving Loans to Term Loans, the “Term-Out”); provided, the Borrower may exercise the Term-Out only once during the term of this Agreement. Upon the effectiveness of the Term-Out, (a) the Commitments shall be permanently terminated and (b) the Borrower may repay, but not reborrow, the Term Loans. As a condition precedent to the Term-Out, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Term-Out signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) both immediately before and after giving effect to the Term-Out, (A) the representations and warranties of the Borrower contained in Article V and in any other Loan Document are true and correct in all material respects on and as of the effective date of the Term-Out, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.01A, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default or Event of Default exists or would immediately result from the Term-Out. The Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender a one-time Term-Out fee equal to 1.00% of the outstanding principal of the Term Loans so converted, which shall be due and payable on the effective date of the Term-Out. The Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 3.05 incurred by any Lender in connection with the exercise of the Term-Out.

Term-Out. Provided no Default (a) Without the consent of Administrative Agent or Event any of Default has occurred and is continuingthe Lenders, the Borrower maymay convert the Outstanding Amount of each Lender’s Loans on the Revolving Termination Date (the “Term-Out Conversion Date”) to term loans which shall have a maturity date that is 364 days later than the Revolving Termination Date; provided, upon prior however, (i) no Default shall exist and (ii) the Borrower shall give written notice to the Administrative Agent for posting that it has elected to the Lenders sent make such conversion not less earlier than thirty (30) 60 days and not more nor later than sixty (60) 10 days prior to the Maturity Revolving Termination Date, elect to . The Borrower shall not have the entire right to reborrow any principal balance amount of the Loans then outstanding converted to non-revolving term loans (the “Term Loans”), which Term Loans shall be due and payable on the Term Loan Maturity Date (such option to convert the revolving Loans to Term Loans, the “Term-Out”); provided, the Borrower may exercise repaid during the Term-Out only once during the term of this Agreement. Upon the effectiveness of the Term-Out, (a) the Commitments shall be permanently terminated and Period. (b) If the Borrower may repay, but not reborrowLoans are converted in accordance with this Section, the Term LoansAdministrative Agent shall notify the Lenders of such conversion promptly after receipt of notice thereof from the Borrower. As a condition precedent to the Term-Outsuch conversion, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated the effective date as of the Term-Out Conversion Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying that such conversion has been authorized by such Loan Party, and (ii) in the case of [Devon Credit Agreement] the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) both immediately before and after giving effect to the Term-Outsuch conversion, (A) the representations and warranties of the Borrower contained in Article V VI and in any the other Loan Document Documents made by it are true and correct in all material respects on and as of the effective date of the Term-OutOut Conversion Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.01A, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) no Default exists, and (C) there has been no event or Event of Default exists or would immediately result from circumstance since the Term-Out. The Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender a one-time Term-Out fee equal to 1.00% of the outstanding principal of the Term Loans so converted, which shall be due and payable on the effective date of the Term-Out. The most recent audited financial statements of the Borrower hereby agrees to pay any and all costs (if any) required delivered pursuant to Section 3.05 incurred by 7.02(a) that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) This Section shall supersede any Lender provisions in connection with Sections 3.06 or 11.01 to the exercise of the Term-Outcontrary.

Term-Out. Provided (a) Term-Out Option. On the Maturity Date, provided that (i) no Default or Event of Default has shall have occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent for posting to the Lenders sent not less than thirty (30) days and not more than sixty (60) days prior to be continuing on the Maturity Date, elect to have the entire principal balance of the Loans then outstanding converted to non-revolving term loans (the “Term Loans”), which Term Loans shall be due and payable on the Term Loan Maturity Date (such option to convert the revolving Loans to Term Loans, the “Term-Out”); provided, the Borrower may exercise the Term-Out only once during the term of this Agreement. Upon the effectiveness of the Term-Out, (a) the Commitments shall be permanently terminated and (b) the Borrower may repay, but not reborrow, the Term Loans. As a condition precedent to the Term-Out, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Term-Out signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) both immediately before and after giving effect to the Term-Out, (A) the representations and warranties of the Borrower contained in Article V this Agreement and in any the other Loan Document Documents which are qualified as to materiality are true and correct, and such representations and warranties which are not qualified as to materiality are true and correct in all material respects respects, in each case on and as of the effective date of the Term-OutMaturity Date, except to the extent that such representations as though made on and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, and except that for purposes as of this Section 2.01A, the representations and warranties contained in subsections (asuch specific date) and (biii) the Term Out Premium is paid on the Maturity Date, the Borrower shall have the option (which shall not require the consent of Section 5.05 any Lender) to convert all or a portion of the Revolving Loans outstanding on the Maturity Date to term loans (the "Term Loans"); provided, however, that the aggregate amount of the Revolving Loans that may be converted to Term Loans shall not be deemed to refer less than $5,000,000. Such election must be made no sooner than 45 days prior to the most recent statements furnished pursuant Maturity Date, and no later than 35 days prior to clauses the Maturity Date (a) and (bor such shorter period as agreed to by the Administrative Agent), respectively, of Section 6.01 and (B) no Default or Event of Default exists or would immediately result from the Term-Out. The Borrower agrees to pay by written notice to the Administrative Agent for the ratable account of each Lender a one-time Term-Out fee equal to 1.00% of the outstanding election of such conversion (the "Term Out Notice") in accordance with the terms of Section 10.02 hereof specifying the principal amount of the Revolving Loans which the Borrower desires to convert to Term Loans (the "Conversion Amount"). Promptly following its receipt of the Term Loans so convertedOut Notice, which the Administrative Agent shall be due and payable on the effective date send a copy of the Term-Out. The Borrower hereby agrees Term Out Notice to pay any and all costs (if any) required pursuant to Section 3.05 incurred by any Lender in connection with the exercise each of the Term-OutLenders.