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to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) both immediately before and after giving effect to the Term-Out, (A) the representations and warranties of the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 ex...
Term-Out. Article II of the Original Agreement is hereby amended by adding a new Section 2.01A immediately following Section 2.01 of the Original Agreement, to read as follows:
Term-Out. (a) Subject to the conditions set forth in Section 5.3, the Borrowers may, upon prior written notice to the Administrative Agent sent not more than ninety (90) days and not less than thirty (30) days prior to the Current Maturity Date, elect to have all (but not less than all) of the principal balance of the Loans then outstanding converted to a term loan (as converted, the “Term Loan”) effective as of the Current Maturity Date (the “Term-Out”). The principal amount of the Term Loan (together with accrued and unpaid interest thereon and fees in respect thereof) shall be due and payable on the Term Loan Maturity Date.
(b) As a condition precedent to the Term-Out, the Borrowers shall deliver to the Administrative Agent a certificate of the Company, on behalf of the Borrowers, dated as of the Current Maturity Date signed by a Responsible Officer of the Company, certifying that as of such date, all conditions set forth in Section 5.3 shall have been satisfied (with all references in such Section to the making of a Loan being deemed to be references to the exercise of the Term-Out on the Current Maturity Date).
(c) The Borrowers may repay, but not reborrow, all or any portion of the Term Loan in accordance with Section 2.5. The Borrowers may exercise the Term-Out only once during the term of this Agreement.
(d) The Borrowers hereby agree to pay any and all costs (if any) required pursuant to Section 4.9 incurred by any Lender in connection with the exercise of the Term-Out.
Term-Out. Section 2 of the Loan Agreement is hereby amended by adding a new subsection 2.1.3 to read in its entirety as set forth below:
Term-Out. (i) Notwithstanding subsection (b) above, in the event the Bank does not receive repayment of the outstanding principal of all Notes on or before the Termination Date, and provided that (A) no Default or Event of Default shall have occurred and be continuing and (B) the representations and warranties set forth in Article IV shall be true and correct on the Termination Date, then the Authority shall pay the outstanding principal amount of the Notes (the “Amortization Amount”) in installments payable on each Amortization Principal Payment Date (each such payment, an “Amortization Principal Payment”), with the final installment in an amount equal to the remaining balance of the Amortization Amount on the Amortization End Date (the period commencing on the Termination Date and ending on the Amortization End Date is herein referred to as the “Amortization Period”). Each Amortization Principal Payment shall be that amount of principal which will result in equal (as nearly as possible) aggregate Amortization Principal Payments over the Amortization Period so the Amortization Amount is fully repaid by the end of the Amortization Period. The Authority may prepay, or cause to be prepaid, some or all of the Amortization Amount on any date upon one Business Days’ notice to the Bank, such prepayment to be accompanied by interest accrued thereon at the Bank Rate to the date of prepayment.
(ii) During the Amortization Period, interest on the Notes shall accrue at the Bank Rate and shall be payable in arrears on each Amortization Interest Payment Date.
Term-Out. Notwithstanding anything to the contrary herein set forth, if Lender ever does not extend the Revolving Commitment Ending Date (and the Maturity Date) pursuant to Section 1.8 hereof, (i) the Revolving Loan Amount shall be reduced to an amount equal to the amount of the sum of the Total Revolving Outstandings plus the aggregate unpaid principal balance of all Construction Project Loans as of the Revolving Commitment Ending Date, and (ii) the Total Revolving Outstandings plus the aggregate unpaid principal balance of all Construction Project Loans shall be repaid or reduced by Borrower on the last day of each month after the Revolving Commitment Ending Date in six (6) equal installments, so that the Total Revolving Outstandings plus the aggregate unpaid principal balance of all Construction Project Loans shall be zero (0) on the Maturity Date. During the period between the Revolving Commitment Ending Date and the Maturity Date, (a) no new Project shall be approved by Lender, (b) Lender will continue to make Advances with respect to existing approved Project Development Loans subject to the reduced Total Revolving Outstandings set forth above, and (c) the Revolving Loan Amount shall be reduced simultaneously with any reduction in the amount of the Total Revolving Outstandings and the aggregate unpaid principal balance of all Construction Project Loans to an amount equal to the reduced amount of the Total Revolving Outstandings plus the aggregate unpaid principal balance of all Construction Project Loans.
Term-Out. (a) A Borrower may on or prior to the Final Maturity Date specified in paragraph (a) of that definition (the "TERM-OUT DATE") convert all or part of the Revolving Loans advanced to it and outstanding at the close of business on the Term-Out Date into Term Loans (in the same currency as the
(i) a Term-Out Notice at least 5 days' prior to the Term-Out Date; and
(ii) a duly completed Utilisation Request in relation to each Loan being converted pursuant to this Clause 7.2 and any further Term Loan the Borrower may request, in each case in accordance with Clause 5.1 (Delivery of a Utilisation Request).
(b) In the Term-Out Notice, the relevant Borrower shall specify:
(i) the date to which the Final Maturity Date for each Term Loan converted from a Revolving Loan is to be extended, which date shall be no later than the date falling 5 years after the date of this Agreement;
(ii) the extent to which the Revolving Loans are to be converted, if the Borrower does not intend to convert all Revolving Loans;
(iii) any further Term Loan to be requested; and
(iv) the Final Maturity Date for any further Term Loan requested, which date shall be no later than the date falling 5 years after the date of this Agreement.
(c) If a Borrower has exercised the Term-Out Option, on the Term-Out Date:
(i) any part of Revolving Facility which remains undrawn at close of business on that date shall be cancelled;
(ii) to the extent that it is not to be converted into a Term Loan, the Borrower shall repay each Revolving Loan;
(iii) save as provided in paragraph (c) (ii) above, each Revolving Loan shall be converted into a Term Loan; and
(iv) the then Final Maturity Date shall be extended as provided in Clause 7.2(b)(i) and, if applicable, (iv).
Term-Out. The Lender agrees, on the terms and conditions of this Agreement, to Term-Out its Revolving Equipment Loans outstanding on the Conversion Date, and to make a term loan (such Termed-Out Revolving Equipment Loans and such term Loan made pursuant to this paragraph, the “Term Equipment Loan”) to the Borrower on the Conversion Date in an amount equal to the aggregate principal amount of the Lender’s Revolving Equipment Loans outstanding on the Conversion Date. Such Term-Out of Revolving Equipment Loans shall be deemed to be a borrowing of Loans for all purposes of this Agreement; provided, that Revolving Equipment Loans that are Termed-Out by a Term Loan shall not be deemed to be repaid or discharged but shall be deemed to be continued as a Term Loan as provided hereby. Amounts Termed-Out, prepaid or repaid in respect of Term Loans may not be reborrowed.
Term-Out. Notwithstanding anything set forth to the contrary in Section 2.1.2 of the Loan Agreement, Borrower and Bank agree that (a) the Non Formula Line is hereby converted into a term loan and (b) there shall be no further availability to borrow under the Non Formula Line.
Term-Out. In the event the Borrower elects its Term-Out option pursuant to Section 2.17, the Applicable Rate for Eurodollar Rate Loans and Base Rate Loans shall be increased by 25 basis points, effective from and after the Revolving Termination Date.
