Term-Out Option. The Borrower may, upon notice to the Administrative 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 2.10) 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 V 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 Administrative 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 2.10 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 2.1 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.5.4 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 2.5.4.
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. 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. ARTICLE III
Term-Out Option. The Account Parties 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:
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. (a) The Company may exercise the term out option by delivering a Term Out Notice to the Facility Agent not more than 60 days and not less than 30 days before the then Termination Date of Facility B. Only one such notice may be given.
Term-Out Option. The Borrower may, by irrevocable written notice to the Administrative Agent given, not less than 30 days, but not more than 60 days, prior to the Commitment Termination Date, elect (such election, the “Term-Out Option”) to extend the Maturity Date to a one-year anniversary of the Commitment Termination Date; provided that on the Commitment Termination Date (a) no Default shall have occurred and be continuing or would result therefrom, (b) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct on and as of the Commitment Termination Date 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) and (c) the Borrower shall pay the Term-Out Fee to the Administrative Agent for the account of each Lender pursuant to Section 2.12(c). Each notice by the Borrower under this Section shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (a) and (b) above as of the Commitment Termination Date. For the avoidance of doubt all Commitments will terminate on the Commitment Termination Date, and no additional Borrowings will be permitted after the Commitment Termination Date. This Section shall not apply to Competitive Loans, which must be repaid on or prior to the Commitment Termination Date.
Term-Out Option. (a) The Company may, by giving written notice to the Administrative Agent (who shall promptly notify the Lenders) prior to the Revolving Credit Maturity Date then in effect, and subject to clause (b) below, elect (the “Term-Out Election”) to convert, and the Lenders shall have been deemed to so consent, all of the outstanding Loans on the Revolving Credit Maturity Date then in effect (the date of such conversion, the “Term Loan Conversion Date”) into term loans (“Term Loans”), which the Company shall repay in full to the Administrative Agent for the account of the Lenders on the first anniversary of the Term Loan Conversion Date (the “Term Loan Maturity Date”). Amounts repaid or prepaid on the Term Loans may not be reborrowed.
Term-Out Option. (a) The Parent may elect to convert all of the Revolving Loans into Term Out Loans.
Term-Out Option. The Borrower may, so long as no Default shall have occurred and be continuing and upon 60 days' prior written notice to the Administrative Agent, convert Revolving Loans outstanding on the Termination Date into a term loan that will mature on the first anniversary of the Termination Date; provided that all Commitments will terminate on the Termination Date, and additional Borrowings will not be permitted after the Termination Date. This Section shall not apply to Competitive Loans. After the Termination Date, any term loans outstanding as a result of the exercise by the Borrower of its rights under this Section shall continue to constitute Revolving Loans for purposes of this Agreement.
