Term-Out Option Sample Clauses

Term-Out Option. The Borrower may, upon notice to the Agent not later than the Termination Date, elect to convert all of the Loans outstanding on the Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10.

Term-Out Option. (a) Provided no Default has occurred and is continuing, AEP may, upon written notice to the Administrative Agent sent not less than ten days prior to the Revolving Termination Date, elect to continue the aggregate principal balance of Advances (other than Swingline Advances) of each Borrower then outstanding as non-revolving term loans (the “Term-Out”), to a date that is the earlier of (i) one year after the Revolving Termination Date and (ii) the date of acceleration of the Advances pursuant to Section 6.01 (the “Term Loan Maturity Date”). As a condition precedent to the Term-Out, AEP shall deliver to the Administrative Agent a certificate dated the effective date of the Term-Out signed by a responsible officer of AEP, certifying that: (i) the resolutions adopted by each Borrower and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the Term-Out are attached thereto and such resolutions and other documents are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (A) the representations and warranties of each Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the effective date of the Term-Out and (B) that no event has occurred and is continuing, or would result from the Term-Out, that constitutes a Default. (b) After giving effect to the Term-Out, each Borrower may repay, but not reborrow, the term loans. AEP may exercise the Term-Out only once during the term of this Agreement.

Term-Out Option. So long as (I) no Default or Event of Default then exists or would result from such election or conversion, (II) all representations and warranties of each Borrower contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, in all material respects, on, and as of, the date of such election (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier date (and except that, for purposes of this clause (b), the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”), and (B) to the Administrative Agent, on the Conversion Effective Date, a certificate, signed by a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of the conditions set forth in the foregoing clauses (b)(I) and (b)(II) are satisfied; and (ii) repaying or paying, as the case may be, on the Conversion Exercise Date substantially concurrently with t...

Term-Out Option. The Borrower may, by irrevocable written notice to the Designated Agent given not fewer than 15 days prior to the Scheduled Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Termination Date (the “Term-Out Date”), extend the Maturity Date for all or a portion of the Advances outstanding on such date to the first anniversary of the Scheduled Termination Date; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower shall pay the term-out fee to the Designated Agent for the account of each Lender pursuant to Section 2.03(b). In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Scheduled Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Scheduled Termination Date shall be repaid on such date, (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower may not borrow or reborrow any additional Advances on or after such date.

Term-Out Option. (a) The Parent may elect to convert all of the Revolving Loans into Term Out Loans. (b) The Parent may, at any time up to ten (10) days prior to the Initial Revolving Termination Date, exercise the Term Out Option by notice to the Agent substantially in the form set out in Schedule 9 (Form of Term Out Notice) (the “Term Out Notice”). Only one such notice may be given and such notice is irrevocable. (c) The Term Out Notice shall specify the Revolving Loan(s) in relation to which the Term Out Option is being exercised and the Term Out Date. (d) The Agent shall promptly notify each Lender of the Revolving Loans specified in the Term Out Notice. (e) If the Term Out Option is so exercised and the matters set out in paragraph (f) and (g) below are satisfied, then on the Term Out Date: (i) the Revolving Loan(s) to be converted shall be deemed to have been borrowed on the Term Out Date as Term Out Loans repayable on the Termination Date (as specified in the Term Out Notice); and (ii) any Available Commitment shall be automatically cancelled. (f) The following must be satisfied for the Term Out Option to be effected as specified in paragraph (e) above: (i) the Repeating Representations are true in all material respects; and (ii) no Default is continuing or would result from the Term Out Loan(s), in each case, on the date of the Term Out Notice and on the Term Out Date. (g) No later than on the Term Out Date payment of the term out fee to the Agent pursuant to Clause 11.5 (Term Out Fees) shall be made.

Term-Out Option. (a) Not later than the first Anniversary, and each Anniversary thereafter which is one year prior to the applicable Final Maturity Date, the Borrower may, by notice in the form set forth in Part II of Schedule 4 to the Administrative Agent (which shall promptly notify the Lenders) request that all Revolving Advances of a Lender outstanding to the Borrower on the date which is one year prior to the applicable Final Maturity Date (the "Term-Out Date") be converted automatically into one Term Advance in accordance with this clause. (b) In any request given under paragraph (a) above, the Borrower shall also specify: (i) whether the Term Advance of each Lender is to be initially a LIBOR Advance or a Base Rate Advance or a mixture of the two; and (ii) if the Term Advance of a Lender is to be a LIBOR Advance, the duration of its first Interest Period selected in accordance with Clause 7.5 (Interest Periods for Term Advances). (c) No such request may be made by the Borrower if there is a Default. (d) The Borrower shall execute and deliver to each Lender a Term Note upon the exercise of the Term-Out Option. (e) The Borrower agrees to pay to the Lenders a conversion fee upon the exercise of the Term-Out Option. Such fee will be calculated and payable in accordance with Clause 19.6 (Conversion Fee). (f) If the Borrower notifies the Administrative Agent in accordance with paragraph (a) above, all Advances of a Lender which are outstanding on the Term-Out Date shall be automatically converted on the Term-Out Date to a Term Advance repayable on the Final Repayment Date in accordance with Clause 8 (Repayment and Prepayment of Advances), provided that if any Swingline Advances are outstanding on the Term- Out Date such Swingline Advances shall be deemed to have been converted to Revolving Advances immediately prior to the incurrence of the Term Advances. (g) If the Term-Out Option is exercised, from and after the Term-Out Date the Borrower may not borrow any further Revolving Advances or Swingline Advances. (h) A notice given by the Borrower under this Clause shall be irrevocable.

Term-Out Option. The Company may, so long as no Default shall have occurred and be continuing at the time of such notice and on the Termination Date, upon 15 days’ prior written notice to the Administrative Agent, elect (the “Term-Out Option”) that Revolving Loans outstanding on the Termination Date remain outstanding after the Termination Date as term loans that will mature on the Extended Maturity Date; provided that all Revolving Commitments will terminate on the Termination Date, and additional Revolving Borrowings will not be permitted after the Termination Date. This Section 2.20 shall not apply to Competitive Loans and Negotiated Rate Loans, which must be repaid on or prior to the Termination Date. If the Company exercises its option pursuant to this Section 2.20, Revolving Loans that are outstanding on the Termination Date will continue to constitute “Revolving Loans” for all purposes of this Agreement after the Termination Date.

Term-Out Option. The Borrowers may, by notice given by XL Capital to the Administrative Agent (which shall promptly notify the Lenders) not less than 15 days prior to the Commitment Termination Date, extend the Maturity Date for all Loans outstanding at the close of business New York City time on the Commitment Termination Date to the first anniversary of the Commitment Termination Date (the "TERM-OUT OPTION"); PROVIDED that such extension shall not be effective with respect to any Lender unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension and on the Commitment Termination Date; and (ii) each of the representations and warranties made by the Borrowers in Article IV shall be true and complete on and as of each of the date of the notice requesting such extension and on the Commitment Termination Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Notwithstanding the foregoing, the Commitments of the Lenders to make Loans shall terminate on the Commitment Termination Date.

Term-Out Option. If (i) the Borrower shall have delivered to the Administrative Agent a written notice requesting an extension of the Termination Date applicable to Revolving Loans and Competitive Loans at least three (3) Business Days prior to such Termination Date then in effect (which notice the Administrative Agent shall promptly transmit to each Lender) and (ii) no Default or Event of Default exists on the otherwise applicable Termination Date, then such otherwise applicable Termination Date shall be extended (provided that no prior elections have been made under this Section 3.4(d)) to the first anniversary of such Termination Date then in effect. No additional borrowings under the Revolving Credit Facility set forth in Section 2.1 may be made during such extension period and any amounts repaid on Loans outstanding under such facility during such extension period may not be reborrowed. The otherwise Applicable Percentage on all Loans outstanding under this option shall be increased by an additional 0.250% per annum.

Term-Out Option. Notwithstanding anything to the contrary contained in Section 2.05, the Borrowers may, by notice to the Administrative Agent not later than 11:00 a.m., New York City time, five (5) Business Days prior to the Commitment Termination Date then in effect, convert all or any portion of the Loans made to the Borrowers specified in such notice that are outstanding on such Commitment Termination Date into term loans to the relevant Borrower which shall mature, and be due and payable, on a date specified in such notice which shall not be later than the first anniversary of such Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day) (such maturity date, the “Term Loan Maturity Date”) (which notice shall also contain such information with respect to such Loans being so converted, including the Type of Loans and, if applicable, the Interest Period, as reasonably required by the Administrative Agent); provided that such conversion is subject to the satisfaction of the following conditions on such Commitment Termination Date: (i) no Default or Event of Default shall have occurred and be continuing and (ii) the payment by the Borrowers of an extension fee in an amount equal to 0.50% of the principal amount of the Loans subject to such extension to the Administrative Agent, for the pro rata account of each Lender; and provided, further, that, after giving effect to such conversion, the Lenders shall have no further obligation to make Loans hereunder. Each Loan so converted shall bear interest, until the payment in full thereof, at the rates that Loans of the same Type bear pursuant to this Agreement and shall otherwise constitute a Loan for all purposes of this Agreement.