Common use of Term-Out Option Clause in Contracts

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attached thereto and such resolutions and other documents are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (A) the representations and warranties of each Borrower contained in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.

Term-Out Option. (a) Provided no Default or Event of Default has occurred and is continuing, AEP the Borrower may, upon prior written notice to the Administrative Agent sent not less than ten thirty (30) days and not more than sixty (60) days prior to the any Revolving Termination DateDate in effect, elect to continue have the aggregate entire principal balance of Advances (other than Swingline Advances) of each Borrower the Loans then outstanding continued as non-revolving term loans (the “Term-Out”), to a date that is the earlier of (i) one year after the such Revolving Termination Date and (ii) the date of acceleration of the Advances Loans pursuant to Section 6.01 7.01 (the “Term Loan Maturity Date”). As a condition precedent to the Term-Out, AEP 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 Responsible Officer of AEPthe Borrower, certifying that: (i) the resolutions adopted by each the Borrower and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect approving or consenting to the such 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 effect, (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) Article V and the representation and warranty set forth in the last sentence of Section 4.01(f)) other Loan Documents are true and correct in all material respects on and as of the effective date of the Term-Out Out, 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 and (B) that no event has occurred and Default or Event of Default exists, is continuing, or would result from the Term-Out and (iii) all necessary governmental, regulatory and third party approvals, including, without limitation, any PUC approval required to approve the Term-Out, that constitutes a Defaultare attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Term-Out.

Term-Out Option. (a) Provided no Default or Event of Default has occurred and is continuing, AEP the Borrower may, upon prior written notice to the Administrative Agent sent not less earlier than ten 60 days prior to to, nor later than 10 days prior to, the Revolving Termination Stated Maturity Date, elect to continue have the aggregate principal balance of Advances (other than Swingline Advances) of each Borrower then the Loans outstanding on the Stated Maturity Date continued to the Term Loan Maturity Date as non-revolving term loans 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 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 Responsible Officer of AEP, certifying that: the Borrower (i) certifying and attaching the resolutions adopted by each the Borrower and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect approving or consenting to the such Term-Out are attached thereto and such resolutions and other documents are true and correct and have not been alteredOut, amended or repealed and are in full force and effect and (ii) certifying that, before and after giving effect to the Term-Outsuch extension, (A) the representations and warranties of each Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) Article V and the representation and warranty set forth in the last sentence of Section 4.01(f)) other Loan Documents are true and correct in all material respects on and as of the effective date Extension Effective Date, 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, and except that for purposes of this Section 2.14, the Term-Out 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 subsections (a) and (b), respectively, of Section 6.01, and (B) that no event has occurred and is continuing, Default or would result from the Term-Out, that constitutes a DefaultEvent of Default exists.

Term-Out Option. (a) Provided no Default or Event of Default has occurred and is continuing, AEP the Borrower may, upon prior written notice to the Administrative Agent sent not less than ten thirty (30) days and not more than sixty (60) days prior to the any Revolving Termination DateDate in effect, elect to continue have the aggregate entire principal balance of Advances (other than Swingline Advances) of each Borrower the Loans then outstanding continued as non-revolving term loans (the “Term-Out”), to a date that is the earlier of (i) one year after the such Revolving Termination Date and (ii) the date of acceleration of the Advances Loans pursuant to Section 6.01 7.01 (the “Term Loan Maturity Date”). As a condition precedent to the Term-Out, AEP 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 Responsible Officer of AEPthe Borrower, certifying that: (i) the resolutions adopted by each the Borrower and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect approving or consenting to the such 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) Article V and the representation and warranty set forth in the last sentence of Section 4.01(f)) other Loan Documents are true and correct in all material respects on and as of the effective date of the Term-Out Out, 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 and (B) that no event has occurred and Default or Event of Default exists, is continuing, or would result from the Term-Out, that constitutes a Default.