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attached thereto and such resolutions and other documents are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (A) the representations and warranties of each Borrower contained in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. (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. (a) Provided no Default has occurred and is continuing, AEP Any Borrower may, upon written notice delivery of a Term-Out Notice (a “Term-Out Election”) to the Administrative Agent sent not less later than ten days prior to the Revolving Termination DateDate and satisfaction of the conditions specified in Section 2.19(b), elect to continue have the aggregate entire principal balance amount of Advances (other than Swingline Advances) of each Borrower then the Loans outstanding as on the Termination Date converted into non-revolving term loans denominated in the same currency or currencies of the outstanding Loans being converted (collectively, the “Term-OutTerm Loans”), which Term Loans shall be repaid in full ratably to a date that is the earlier of (i) one year after Lenders on 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 . (b) Upon the effectiveness of the Term-OutOut Election, AEP the Commitments shall deliver be permanently terminated. All Loans converted into Term Loans pursuant to this Section 2.19 shall continue to constitute Loans except that the Borrowers may not reborrow after all or any portion of such Loan have been prepaid. The effectiveness of the Term-Out Election is subject to the Administrative Agent a certificate dated satisfaction of the effective following conditions: (i) the representations and warranties of the Borrowers contained in this Agreement (except the representations and warranties set forth in Sections 4.04(d), 4.05 and 4.07) shall be true in all material respects (except that any such representation or warranty qualified as to materiality or by “Material Adverse Effect” shall be true in all respects) on and as of the date of the Term-Out signed by a responsible officer Notice and the date 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 effectiveness of the Term-Out are attached thereto and such resolutions and other documents are true and correct and have not been alteredElection, amended or repealed and are in full force and effect and (ii) before and after giving effect except to the Term-Outextent that any such representations or warranties refer specifically to an earlier date, (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 which case they shall be true and correct in all material respects on and as of the effective date such earlier date, (ii) no Event of the Term-Out and (B) that no event Default has occurred and is continuing, continuing or would result from the Term-Out, that constitutes Out Election and (iii) a Default. (b) After giving effect one-time fee equal to 0.75% of the outstanding principal amount of the Loans has been paid to the Term-Out, Administrative Agent for the account of each Borrower may repay, but not reborrow, the term loans. AEP may exercise the Term-Out only once during the term of this AgreementLender whose Loans are being converted to Term Loans.

Term-Out Option. (a) Provided no Default or Event of Default has occurred and is continuing, AEP the Company may, upon prior written notice to the Administrative Agent sent not less than ten fifteen (15) days and not more than sixty (60) days prior to the Revolving Commitment Termination Date, elect to continue have the aggregate entire principal balance of Advances (other than Swingline Advances) of each Borrower then the Revolving Loans outstanding as on the Commitment Termination Date converted into non-revolving term loans (the “Term-OutTerm Loans”), to a date that is which Term Loans shall be due and payable on 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”); provided, the Company may exercise the Term-Out only once during the term of this Agreement. Upon the effectiveness of the Term-Out, the Commitments shall be permanently terminated. The Borrowers may repay, but not reborrow, the Term Loans. As a condition precedent to the Term-Out, AEP the Company shall deliver to the Administrative Agent a certificate of the Company dated the effective date of the Term-Out signed by a responsible senior officer of AEPthe Company, certifying that: (i) the resolutions adopted by each Borrower and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect the Company approving or consenting 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) immediately before and after giving effect to the Term-Out, (A) each of the representations and warranties of each Borrower contained in Section 4.01 the Company and the other Credit Parties set forth herein (other than the representation representations and warranty in Section 4.01(e) and the representation and warranty warranties set forth in Sections 5.4, 5.10, 5.16 and 5.17) and in the last sentence of Section 4.01(f)other Credit Documents (other than those that relate to the representations and warranties set forth in Sections 5.4, 5.10, 5.16 and 5.17) are is true and correct in all material respects on and as of the effective date of the Term-Out Out, except as a result of the transactions expressly permitted hereunder or thereunder and except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date; and (B) that no event Default or Event of Default has occurred and is continuing, continuing or would result from the Term-Out. The Company agrees to pay to the Administrative Agent for the account of each Lender whose Revolving Loans are being converted to Term Loans a one-time Term-Out fee equal to 1.00% of the outstanding principal of such Lender’s Loans so converted, that constitutes a Default. (b) After giving effect to which shall be due and payable on the effective date of the Term-Out, each Borrower may repay, but not reborrow, . The Company hereby agrees to pay any and all costs (if any) required pursuant to Section 2.11 incurred by any Lender in connection with the term loans. AEP may exercise of the Term-Out only once during the term of this AgreementOut.

Term-Out Option. (a) 2.15.1 Provided no Default or Event of Default has occurred and is continuing, AEP the Company may, upon by irrevocable written notice to the Administrative Agent sent (who shall promptly notify each of the Banks) not less than ten fifteen days prior to the Revolving Termination Maturity Date, elect to continue have the aggregate entire principal balance amount of Advances (other than Swingline Advances) of each Borrower then the Loans outstanding as on the Maturity Date converted into non-revolving term loans (the “Term-OutTerm Loans”), to a date that is which Term Loans shall be due and payable on 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 Date; provided that 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 Company may exercise the Term-Out only once during the term of this Agreement. 2.15.1 Upon the effectiveness of the Term-Out, the Commitments shall be permanently terminated. All Loans converted into Term Loans pursuant to this Section 2.15 shall continue to constitute Loans except that the Company may not reborrow after all or any portion of such Loan have been repaid. As a condition precedent to the Term-Out, the Company shall deliver to the Administrative Agent a Term-Out Notice signed by an authorized officer of the Company, identifying the Term-Out Effective Date and confirming that immediately before and after giving effect to the Term-Out: (i) each of the representations and warranties of the Company and the Guarantor (as applicable) contained in this Agreement or in any document or instrument delivered pursuant to or in connection with this Agreement, other than the representation and warranty in Section 6.5 hereof, is true as of the Term-Out Effective Date, with the same effect as if made at and as of the Term-Out Effective Date (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which either individually or in the aggregate do not result in a Material Adverse Effect, and to the extent that such representations and warranties relate expressly and solely to an earlier date) and (ii) no Default or Event of Default has occurred and is continuing or would result from the Term-Out. The Company agrees to pay to the Administrative Agent for the account of each Bank whose Loans are being converted to Term Loans a one-time Term-Out fee equal to 0.75% of the outstanding principal amount of such Bank’s Loans so converted, which shall be due and payable on the Term-Out Effective Date. The Company hereby agrees to pay any and all costs (if any) incurred by the Administrative Agent in connection with the exercise 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 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. (b) After giving effect to the Term-Out, each the Borrower may repay, but not reborrow, the term loans. AEP Term Loans, and the Borrower may exercise the Term-Out only once during the term of this Agreement. (c) Exercise of the Term-Out shall result in a permanent termination of the Revolving Commitments. (d) The Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise 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. (b) After giving effect to During the Term-Outperiod of such Term Loans, each the Borrower may repay, repay but not reborrow, reborrow the term loans. AEP may exercise the Term-Out only once during the term of this Agreementoutstanding Term Loans.

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. (b) After giving effect to the Term-Out, each the Borrower may repay, but not reborrow, the term loans. AEP Term Loans, and the Borrower may exercise the Term-Out only once during the term of this Agreement. (c) Exercise of the Term-Out shall result in a permanent termination of the Revolving Commitments. (d) The Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Term-Out.