Term-Out Sample Clauses

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to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) both immediately before and after giving effect to the Term-Out, (A) the representations and warranties of the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. (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. 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. 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. 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. If the Facility Maturity Date is not extended beyond the date that is three (3) years from the date of this Agreement, Borrower, Agent and Lenders agree that, so long as no Early Amortization Event has occurred and is continuing, Borrower may, by irrevocable written notice to Agent no later than sixty (60) days prior to the then existing Facility Maturity Date, request that the payment date for the Obligations be extended for a period of eighteen (18) months from the Facility Maturity Date (the “Term Out Period”); provided that Borrower, Guarantor, Agent and Lenders agree that, immediately upon a Regulatory Event, the Term Out Period shall begin without any further notice or action by the Borrower or any other Person herein. Following Agent’s receipt of such notice (or upon the occurrence of a Regulatory Event as noted above in this Section 2.14), Borrower shall make quarterly principal payments to Agent for the benefit of Lenders in an amount equal to one-sixth of the outstanding principal amount of Loans as of the first day of the Term Out Period commencing on the quarterly anniversary of the commencement of the Term Out Period and on each quarterly anniversary thereafter. Borrower shall continue making Interest payments and all other payments of fees and other amounts due under this Agreement in the amounts and on the dates otherwise provided in this Agreement. If, at any time during the Term Out Period, an Early Amortization Event occurs, the Facility Maturity Date will be deemed to have immediately occurred on the date of such occurrence and the outstanding principal of all outstanding Loans, if any, and all Interest and all Fees accrued thereon and all other Obligations shall be immediately due and payable (and Borrower shall pay all such amounts immediately). During the Term Out Period, Borrower may not borrow any Loans and neither Agent nor any Lender is required to make any Loans to Borrower.

Term-Out. From and after the Conversion Date, the Commitment Amount will be automatically reduced on the last day of the 3rd Calendar Month in the Term Out Period and on the 26 last day of each third Calendar Month thereafter (each, a "Reduction Date"), with the amount of each such reduction to be equal to one-sixth of the Commitment Amount in effect as of the day prior to commencement of the Term Out Period.

Term-Out. A. Section 5.2(d) of the Loan Agreement is hereby modified in its entirety to read as follows:

Term-Out. Absent a default or Event of Default hereunder, at the expiration of the Borrowing Period, the Lenders shall make no further advances on the Loans, all payments of principal and interest on the Consumer Loan Collateral shall continue to be paid to the Agent for the pro-rata benefit of the Lenders, and the Agent shall apply all such payments as provided in Section

Term-Out. The Borrower may exercise a one time option to extend the Existing Termination Date in respect of each of the Committed Loans outstanding on such date by one year to the date referenced in clause (y) of the definition of "Termination Date" in Section 1.1, by providing notice of such election to the Administrative Agent (which shall promptly thereafter notify the Banks thereof) not less than 30 days nor more than 60 days prior to the Existing Termination Date. If the Borrower exercises such option, on the Existing Termination Date the aggregate Commitments shall be automatically reduced to the principal amount of the Loans outstanding on such date and, thereafter, any payment or prepayment of a Loan shall act to automatically terminate the Commitments in the amount of such payment or prepayment. The Borrower's right to exercise the option provided in this Section 2.19 is subject to there being no Default at the time of the exercise thereof or on the Existing Termination Date.