Maturity Date of Commitment; Extension. (a) Unless earlier terminated pursuant to the terms of this Agreement, the Aggregate Commitment shall terminate on the Maturity Date, and the unpaid balance of the Revolving Credit Loans and Swingline Loans outstanding shall be paid on the Maturity Date. (b) Not more than once in any fiscal year of Borrower, Borrower may request an extension of the Maturity Date to the first anniversary of the then scheduled Maturity Date (but in no event to a date that is later than the fourth anniversary of the date of such request) by submitting a request for an extension to Agent not less than 180 days prior to the then scheduled Maturity Date. Prior to the delivery by Agent to the Lenders of such request for extension, Borrower shall propose to Agent the amount of the fees that Borrower would agree to pay with respect to such extension if approved by the Lenders. Promptly upon (but not later than five (5) Business Days after) Agent’s receipt and approval of both the extension request and fee proposal (as so approved, the “Extension Request”), Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s receipt of the Extension Request. Except as otherwise provided in subsection 2.7(c) below, if and only if the written approval of the Extension Request by all Lenders is received by Agent within such 60-day period, the Maturity Date shall be extended to the first anniversary of the then scheduled Maturity Date (as specified in the Extension Request). (c) If (i) any Lender or Lenders whose pro rata shares (in the aggregate) of the Aggregate Commitment do not exceed 33S% of the Aggregate Commitment (“Rejecting Lenders”) shall not approve an Extension Request, (ii) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within ninety (90) days following such Extension Request, in accordance with subsection 3.10, to one or more Replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender shall have given written notice to Agent of such Lender’s withdrawal of its approval of the Extension Request, Agent shall promptly so notify Borrower and each Lender, and the Maturity Date shall be extended by one (1) year. (d) Within ten (10) days of Agent’s notice to Borrower that all Lenders have approved an Extension Request (whether pursuant to subsection 2.7(b) or 2.7(c)), Borrower shall pay to Agent for the account of the Lenders the applicable extension fees specified in the Extension Request, and Agent shall promptly remit to each Lender its Ratable Share thereof.
Appears in 2 contracts
Samples: Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)
Maturity Date of Commitment; Extension. (a) Unless earlier terminated pursuant to the terms of this Agreement, the Aggregate Commitment shall terminate on the Maturity Date, and the unpaid balance of the Revolving Credit Loans and Swingline Loans and all other unpaid Obligations outstanding shall be paid on the Maturity Date.
(b) Not more than once in any fiscal year of Borrower, Borrower may request an extension of the Maturity Date to the first anniversary of the then scheduled Maturity Date (but in no event to a date that is later than the fourth anniversary of the date of such request) by submitting a request for an extension (the "Extension Request") to Agent not less than 180 days prior to the then scheduled Maturity Date. Prior to the delivery by Agent to the Lenders of such request for extension, Borrower shall propose to Agent the amount of the fees that Borrower would agree to pay with respect to such extension if approved by the Lenders. Promptly upon (but not later than five (5) Business Days after) Agent’s 's receipt and approval of both the extension request and fee proposal (as so approved, the “Extension Request”), Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s 's receipt of the Extension Request. Except as otherwise provided in subsection 2.7(c) below, if and only if If the written approval of the Extension Request by all Lenders whose Ratable Shares equal or exceed 66-2/3% in the aggregate is received by the Agent within such 60-day periodperiod and provided no Default or Event of Default exists on the effective date of such extension, the Maturity Date shall be extended to the first anniversary of the then scheduled Maturity Date (as specified in the Extension RequestRequest but only with respect to Lenders that have given their written approval. Borrower shall pay to the Lenders approving the extension an extension fee in an amount to be determined by Borrower and Agent, payable on the effective date of such extension. Except to the extent that a Lender that did not give its written approval to such Extension Request ("Rejecting Lender") is replaced as provided in Section 3.10 hereof, the Loans and all interest thereon, fees and other Obligations owed to such Rejecting Lender shall be paid in full on the Maturity Date as determined prior to such Extension Request (the "Rejecting Lender's Facility Termination Date").
(c) If (i) any Lender or Lenders whose pro rata shares (Ratable Shares equal or exceed 66-2/3% in the aggregate) of aggregate approve the Aggregate Commitment do not exceed 33S% of the Aggregate Commitment (“Rejecting Lenders”) shall not approve an Extension Request, (iiBorrower, upon notice to Agent and any Rejecting Lender, may, subject to the provisions of the next to the last sentence of Section 2.7(d) all rights and obligations hereof, terminate the Commitment of such Rejecting Lenders Lender (or such portion of such Commitment that is not assigned to a Replacement Lender in accordance with Section 3.10 hereof), which termination shall occur as of a date set forth in Borrower's notice but in no event more than thirty (30) days following such notice. The termination of a Lender's Commitment shall be effected in accordance with Section 2.7 (d) hereof.
(d) If Borrower elects to terminate a Commitment of a Rejecting Lender as provided in Section 2.7(c), Borrower shall pay to the Rejecting Lender on the effective date of such termination all Obligations due and owing to it hereunder or under this Agreement and under the any other Loan Documents (Document, including, without limitation, their the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender, together with accrued interest thereon through the date of such termination, amounts payable under Sections 2.9 and 3.5 hereof and the Unused Fee and Facility LC Fee payable to such Rejecting Lender. Upon request by Borrower or Agent, the Rejecting Lender will deliver to Borrower and Agent a letter setting forth the amounts payable to such Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender's Commitment and all Loans owing to them) payment of the amounts provided for in the immediately preceding sentence, Borrower shall have been assignedno further obligations to such Rejecting Lender under this Agreement and such Rejecting Lender shall cease to be a Lender, within ninety (90provided, however, that such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.9, 3.5, 3.6 and 11.6 hereof, as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 11.6(c) days following such Extension Request, in accordance hereof with subsection 3.10, respect to one or more Replacement Lenders who shall have approved in writing such Extension Request at obligations and liabilities accruing prior to the time termination of such assignmentRejecting Lender's Commitment. If, and (iii) no other Lender shall have given written notice to Agent of such Lender’s withdrawal of its approval as a result of the Extension Requesttermination of the Rejecting Lender's Commitment, Agent shall promptly so notify Borrower and each Lender, and any payment of a LIBOR Rate Loan occurs on a day which is not the Maturity Date shall be extended by one (1) year.
(d) Within ten (10) days last day of Agent’s notice to Borrower that all Lenders have approved an Extension Request (whether pursuant to subsection 2.7(b) or 2.7(c))the applicable Interest Period, Borrower shall pay to Agent for the account benefit of Lenders (including any Rejecting Lender) any loss or cost incurred by Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 3.5 hereof. Upon the effective date of the Lenders termination of the Rejecting Lender's Commitment, the Aggregate Commitment shall be reduced by the amount of the terminated Commitment of the Rejecting Lender, and each other Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the next to the last sentence of this Section 2.7(d)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility L/C then outstanding, ratably, such that each Lender (excluding the Rejecting Lender but including any replacement Lender that acquires an interest hereunder from such Rejecting Lender) holds a participation interest in each Facility L/C in proportion to the ratio that such Lender's Commitment (upon the effective date of such termination of the Rejecting Lender's Commitment) bears to the Aggregate Commitment (as reduced by the termination of such Rejecting Lender's Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Lender, the sum of the outstanding principal balance of the Loans and the Facility L/C Obligations would exceed the Aggregate Commitment (as reduced), Borrower may not terminate such Rejecting Lender's Commitment unless Borrower, on or prior to the effective date of such termination, prepays, in accordance with the provisions of this Agreement, outstanding Loans or causes to be canceled, released and returned to the applicable extension fees specified LC Issuer outstanding Facility L/Cs or deposits cash into the Facility L/C Collateral Account in sufficient amounts in the Extension Requestaggregate such that, on the effective date of such termination, the sum of the Aggregate Outstanding Credit Exposure and the amounts held in the Facility L/C Collateral Account does not exceed the Aggregate Commitment (as reduced). In the event that Borrower makes such deposit into the Facility L/C Collateral Account, such deposits shall be applied by Agent to pay to the applicable LC Issuer amounts drawn on any Facility L/C that are not reimbursed by Borrower and, provided no Default or Event of Default has occurred that is continuing, shall promptly remit be returned to each Lender its Ratable Share thereofBorrower when the Aggregate Outstanding Credit Exposure equals or is less than the Aggregate Commitment.
Appears in 1 contract
Samples: Credit Agreement (Ashton Houston Residential L.L.C.)
Maturity Date of Commitment; Extension. (a) Unless earlier terminated pursuant to the terms of this Agreement, the Aggregate Commitment shall terminate on the Maturity Date, and the unpaid balance of the Revolving Credit Loans and Swingline Loans and all other unpaid Obligations outstanding shall be paid on the Maturity Date.
(b) Not more than once in any fiscal year of Borrower, Borrower may request an extension of the Maturity Date to the first anniversary of the then scheduled Maturity Date (but in no event to a date that is later than the fourth anniversary of the date of such request) by submitting a request for an extension (the "Extension Request") to Agent not less than 180 days prior to the then scheduled Maturity Date. Prior to the delivery by Agent to the Lenders of such request for extension, Borrower shall propose to Agent the amount of the fees that Borrower would agree to pay with respect to such extension if approved by the Lenders. Promptly upon (but not later than five (5) Business Days after) Agent’s 's receipt and approval of both the extension request and fee proposal (as so approved, the “Extension Request”), Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s 's receipt of the Extension Request. Except as otherwise provided in subsection 2.7(c) below, if and only if If the written approval of the Extension Request by all Lenders whose Ratable Shares equal or exceed 66-2/3% in the aggregate is received by the Agent within such 60-day periodperiod and provided no Default or Event of Default exists on the effective date of such extension, the Maturity Date shall be extended to the first anniversary of the then scheduled Maturity Date (as specified in the Extension RequestRequest but only with respect to Lenders that have given their written approval. Borrower shall pay to the Lenders approving the extension an extension fee in an amount to be determined by Borrower and Agent, payable on the effective date of such extension. Except to the extent that a Lender that did not give its written approval to such Extension Request ("Rejecting Lender") is replaced as provided in Section 3.10 hereof, the Loans and all interest thereon, fees and other Obligations owed to such Rejecting Lender shall be paid in full on the Maturity Date as determined prior to such Extension Request (the "Rejecting Lender's Facility Termination Date").
(c) If (i) any Lender or Lenders whose pro rata shares (Ratable Shares equal or exceed 66-2/3% in the aggregate) of aggregate approve the Aggregate Commitment do not exceed 33S% of the Aggregate Commitment (“Rejecting Lenders”) shall not approve an Extension Request, (iiBorrower, upon notice to Agent and any Rejecting Lender, may, subject to the provisions of the next to the last sentence of Section 2.7(d) all rights and obligations hereof, terminate the Commitment of such Rejecting Lenders Lender (or such portion of such Commitment that is not assigned to a Replacement Lender in accordance with Section 3.10 hereof), which termination shall occur as of a date set forth in Borrower's notice but in no event more than thirty (30) days following such notice. The termination of a Lender's Commitment shall be effected in accordance with Section 2.7 (d) hereof.
(d) If Borrower elects to terminate a Commitment of a Rejecting Lender as provided in Section 2.7(c), Borrower shall pay to the Rejecting Lender on the effective date of such termination all Obligations due and owing to it hereunder or under this Agreement and under the any other Loan Documents (Document, including, without limitation, their the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender, together with accrued interest thereon through the date of such termination, amounts payable under Sections 2.9 and 3.5 hereof and the Unused Fee and Facility LC Fee payable to such Rejecting Lender. Upon request by Borrower or Agent, the Rejecting Lender will deliver to Borrower and Agent a letter setting forth the amounts payable to such Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender's Commitment and all Loans owing to them) payment of the amounts provided for in the immediately preceding sentence, Borrower shall have been assignedno further obligations to such Rejecting Lender under this Agreement and such Rejecting Lender shall cease to be a Lender, within ninety (90provided, however, that such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.9, 3.5, 3.6 and 11.6 hereof, as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 11.6(c) days following such Extension Request, in accordance hereof with subsection 3.10, respect to one or more Replacement Lenders who shall have approved in writing such Extension Request at obligations and liabilities accruing prior to the time termination of such assignmentRejecting Lender's Commitment. If, and (iii) no other Lender shall have given written notice to Agent of such Lender’s withdrawal of its approval as a result of the Extension Requesttermination of the Rejecting Lender's Commitment, Agent shall promptly so notify Borrower and each Lender, and any payment of a LIBOR Rate Loan occurs on a day which is not the Maturity Date shall be extended by one (1) year.
(d) Within ten (10) days last day of Agent’s notice to Borrower that all Lenders have approved an Extension Request (whether pursuant to subsection 2.7(b) or 2.7(c))the applicable Interest Period, Borrower shall pay to Agent for the account benefit of Lenders (including any Rejecting Lender) any loss or cost incurred by Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 3.5 hereof. Upon the effective date of the Lenders termination of the Rejecting Lender's Commitment, the Aggregate Commitment shall be reduced by the amount of the terminated Commitment of the Rejecting Lender, and each other Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the next to the last sentence of this Section 2.7(d)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility L/C then outstanding, ratably, such that each Lender (excluding the Rejecting Lender but including any replacement Lender that acquires an interest hereunder from such Rejecting Lender) holds a participation interest in each Facility L/C in proportion to the ratio that such Lender's Commitment (upon the effective date of such termination of the Rejecting Lender's Commitment) bears to the Aggregate Commitment (as reduced by the termination of such Rejecting Lender's Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Lender, the sum of the outstanding principal balance of the Loans and the Facility L/C Obligations would exceed the Aggregate Commitment (as reduced), Borrower may not terminate such Rejecting Lender's Commitment unless Borrower, on or prior to the effective date of such termination, prepays, in accordance with the provisions of this Agreement, outstanding Loans or causes to be canceled, released and returned to the applicable extension fees specified LC Issuer outstanding Facility L/Cs or deposits cash into the Facility L/C Collateral Account in sufficient amounts in the Extension Requestaggregate such that, on the effective date of such termination, the Aggregate Outstanding Credit Exposure does not exceed the sum of the Aggregate Commitment (as reduced) and the amounts held in the Facility L/C Collateral Account. In the event that Borrower makes such deposit into the Facility L/C Collateral Account, such deposits shall be applied by Agent to pay to the applicable LC Issuer amounts drawn on any Facility L/C that are not reimbursed by Borrower and, provided no Default or Event of Default has occurred that is continuing, shall promptly remit be returned to each Lender its Ratable Share thereofBorrower when the Aggregate Outstanding Credit Exposure equals or is less than the Aggregate Commitment.
Appears in 1 contract
Maturity Date of Commitment; Extension. (a) Unless earlier terminated pursuant to the terms of this Agreement, the Aggregate Commitment shall terminate on the Maturity Date, and the unpaid balance of the Revolving Credit Loans and Swingline Loans and all other unpaid Obligations outstanding shall be paid on the Maturity Date.
(b) Not more than once in any fiscal year of Borrower, Borrower may request an extension of the Maturity Date to the first anniversary of the then scheduled Maturity Date (but in no event to a date that is later than the fourth anniversary of the date of such request) by submitting a request for an extension (the “Extension Request”) to Agent not less than 180 days prior to the then scheduled Maturity Date. Prior to the delivery by Agent to the Lenders of such request for extension, Borrower shall propose to Agent the amount of the fees that Borrower would agree to pay with respect to such extension if approved by the Lenders. Promptly upon (but not later than five (5) Business Days after) Agent’s receipt and approval of both the extension request and fee proposal (as so approved, the “Extension Request”), Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s receipt of the Extension Request. Except as otherwise provided in subsection 2.7(c) below, if and only if If the written approval of the Extension Request by all Lenders whose Ratable Shares equal or exceed 66-2/3% in the aggregate is received by Agent within such 60-day periodperiod and provided (i) no Default or Event of Default exists on the effective date of such extension, (ii) Borrower shall deliver title insurance endorsements satisfactory to Agent confirming the priority of the Liens created under the Mortgages and (iii) after the Interim Borrowing Period, Borrower shall provide to Agent evidence satisfactory to Agent that all property taxes owing by Borrower with respect to all Property in the Borrowing Base have been paid, the Maturity Date shall be extended to the first anniversary of the then scheduled Maturity Date (as specified in the Extension RequestRequest but only with respect to Lenders that have given their written approval. Borrower shall pay to Lenders approving the extension an extension fee in an amount to be determined by Borrower and Agent, payable on the effective date of such extension. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Rejecting Lender”) is replaced as provided in Section 3.10 hereof, the Loans and all interest thereon, fees and other Obligations owed to such Rejecting Lender shall be paid in full on the Maturity Date as determined prior to such Extension Request (the “Rejecting Lender’s Facility Termination Date”).
(c) If (i) any Lender or Lenders whose pro rata shares (Ratable Shares equal or exceed 66-2/3% in the aggregate) of aggregate approve the Aggregate Commitment do not exceed 33S% of the Aggregate Commitment (“Rejecting Lenders”) shall not approve an Extension Request, (iiBorrower, upon notice to Agent and any Rejecting Lender, may, subject to the provisions of the next to the last sentence of Section 2.7(d) all rights and obligations hereof, terminate the Commitment of such Rejecting Lenders Lender (or such portion of such Commitment that is not assigned to a Replacement Lender in accordance with Section 3.10 hereof), which termination shall occur as of a date set forth in Borrower’s notice but in no event more than thirty (30) days following such notice. The termination of a Lender’s Commitment shall be effected in accordance with Section 2.7 (d) hereof.
(d) If Borrower elects to terminate a Commitment of a Rejecting Lender as provided in Section 2.7(c), Borrower shall pay to the Rejecting Lender on the effective date of such termination all Obligations due and owing to it hereunder or under this Agreement and under the any other Loan Documents (Document, including, without limitation, their the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender, together with accrued interest thereon through the date of such termination, amounts payable under Sections 2.9 and 3.5 hereof and the Unused Fee and Facility L/C Fee payable to such Rejecting Lender. Upon request by Borrower or Agent, the Rejecting Lender will deliver to Borrower and Agent a letter setting forth the amounts payable to such Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender’s Commitment and all Loans owing to them) payment of the amounts provided for in the immediately preceding sentence, Borrower shall have been assignedno further obligations to such Rejecting Lender under this Agreement and such Rejecting Lender shall cease to be a Lender, within ninety (90provided, however, that such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.9, 3.5, 3.6 and 11.6 hereof, as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 11.6(c) days following such Extension Request, in accordance hereof with subsection 3.10, respect to one or more Replacement Lenders who shall have approved in writing such Extension Request at obligations and liabilities accruing prior to the time termination of such assignment, and (iii) no other Lender shall have given written notice to Agent of such Rejecting Lender’s withdrawal of its approval Commitment. If, as a result of the Extension Requesttermination of the Rejecting Lender’s Commitment, Agent shall promptly so notify Borrower and each Lender, and any payment of a LIBOR Rate Loan occurs on a day which is not the Maturity Date shall be extended by one (1) year.
(d) Within ten (10) days last day of Agent’s notice to Borrower that all Lenders have approved an Extension Request (whether pursuant to subsection 2.7(b) or 2.7(c))the applicable Interest Period, Borrower shall pay to Agent for the account benefit of Lenders (including any Rejecting Lender) any loss or cost incurred by Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 3.5 hereof. Upon the effective date of the Lenders termination of the Rejecting Lender’s Commitment, the Aggregate Commitment shall be reduced by the amount of the terminated Commitment of the Rejecting Lender, and each other Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the next to the last sentence of this Section 2.7(d)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility L/C then outstanding, ratably, such that each Lender (excluding the Rejecting Lender but including any replacement Lender that acquires an interest hereunder from such Rejecting Lender) holds a participation interest in each Facility L/C in proportion to the ratio that such Lender’s Commitment (upon the effective date of such termination of the Rejecting Lender’s Commitment) bears to the Aggregate Commitment (as reduced by the termination of such Rejecting Lender’s Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Lender, the sum of the outstanding principal balance of the Loans and the Facility L/C Obligations would exceed the Aggregate Commitment (as reduced), Borrower may not terminate such Rejecting Lender’s Commitment unless Borrower, on or prior to the effective date of such termination, prepays, in accordance with the provisions of this Agreement, outstanding Loans or causes to be canceled, released and returned to the applicable extension fees specified LC Issuer outstanding Facility L/Cs or deposits cash into the Facility L/C Collateral Account in sufficient amounts in the Extension Requestaggregate such that, on the effective date of such termination, the Aggregate Outstanding Credit Exposure does not exceed the sum of the Aggregate Commitment (as reduced) and the amounts held in the Facility L/C Collateral Account. In the event that Borrower makes such deposit into the Facility L/C Collateral Account, such deposits shall be applied by Agent to pay to the applicable LC Issuer amounts drawn on any Facility L/C that are not reimbursed by Borrower and, provided no Default or Event of Default has occurred that is continuing, shall promptly remit be returned to each Lender its Ratable Share thereofBorrower when the Aggregate Outstanding Credit Exposure equals or is less than the Aggregate Commitment.
Appears in 1 contract
Maturity Date of Commitment; Extension. (a) Unless earlier terminated pursuant to the terms of this Agreement, the Aggregate Commitment shall terminate on the Maturity Date, and the unpaid balance of the Revolving Credit Loans and Swingline Loans outstanding shall be paid on the Maturity Date.
(b) Not more than once in any fiscal year of Borrower, Borrower may request an extension of the Maturity Date to the first anniversary of the then scheduled Maturity Date (but in no event to a date that is later than the fourth anniversary of the date of such request) by submitting a request for an extension to Agent not less than 180 days prior to the then scheduled Maturity Date. Prior to the delivery by Agent to the Lenders of such request for extension, Borrower shall propose to Agent the amount of the fees that Borrower would agree to pay with respect to such extension if approved by the Lenders. Promptly upon (but not later than five (5) Business Days after) Agent’s receipt and approval of both the extension request and fee proposal (as so approved, the “Extension Request”), Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s receipt of the Extension Request. Except as otherwise provided in subsection 2.7(c) below, if and only if the written approval of the Extension Request by all Lenders is received by Agent within such 60-day period, the Maturity Date shall be extended to the first anniversary of the then scheduled Maturity Date (as specified in the Extension Request).
(c) If (i) any Lender or Lenders whose pro rata shares (in the aggregate) of the Aggregate Commitment do not exceed 33S% 33⅓% of the Aggregate Commitment (“Rejecting Lenders”) shall not approve an Extension Request, (ii) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within ninety (90) days following such Extension Request, in accordance with subsection 3.10, to one or more Replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender shall have given written notice to Agent of such Lender’s withdrawal of its approval of the Extension Request, Agent shall promptly so notify Borrower and each Lender, and the Maturity Date shall be extended by one (1) year.
(d) Within ten (10) days of Agent’s notice to Borrower that all Lenders have approved an Extension Request (whether pursuant to subsection 2.7(b) or 2.7(c)), Borrower shall pay to Agent for the account of the Lenders the applicable extension fees specified in the Extension Request, and Agent shall promptly remit to each Lender its Ratable Share thereof.
Appears in 1 contract
Samples: Credit Agreement (M I Homes Inc)
Maturity Date of Commitment; Extension. (a) Unless earlier terminated pursuant to the terms of this Agreement, the Aggregate Commitment shall terminate on the Maturity Date, and the unpaid balance of the Revolving Credit Loans and Swingline Loans outstanding shall be paid on the Maturity Date.
(b) . Not more than once in any fiscal year of Borrower, Borrower may request an extension of the Maturity Date to the first anniversary of the then scheduled Maturity Date (but in no event to a date that is later than the fourth anniversary of the date of such request) by submitting a request for an extension to Agent not less than 180 days prior to the then scheduled Maturity Date. Prior to the delivery by Agent to the Lenders of such request for extension, Borrower shall propose to Agent the amount of the fees that Borrower would agree to pay with respect to such extension if approved by the Lenders. Promptly upon (but not later than five (5) Business Days after) Agent’s receipt and approval of both the extension request and fee proposal (as so approved, the “Extension Request”), Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s receipt of the Extension Request. Except as otherwise provided in subsection 2.7(c) below, if and only if the written approval of the Extension Request by all Lenders is received by Agent within such 60-day period, the Maturity Date shall be extended to the first anniversary of the then scheduled Maturity Date (as specified in the Extension Request).
(c) If (i) any Lender or Lenders whose pro rata shares (in the aggregate) of the Aggregate Commitment do not exceed 33S% of the Aggregate Commitment (“Rejecting Lenders”) shall not approve an Extension Request, (ii) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within ninety (90) days following such Extension Request, in accordance with subsection 3.10, to one or more Replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender shall have given written notice to Agent of such Lender’s withdrawal of its approval of the Extension Request, Agent shall promptly so notify Borrower and each Lender, and the Maturity Date shall be extended by one (1) year.
(d) Within ten (10) days of Agent’s notice to Borrower that all Lenders have approved an Extension Request (whether pursuant to subsection 2.7(b) or 2.7(c)), Borrower shall pay to Agent for the account of the Lenders the applicable extension fees specified in the Extension Request, and Agent shall promptly remit to each Lender its Ratable Share thereof.
Appears in 1 contract
Samples: Credit Agreement (M I Homes Inc)
Maturity Date of Commitment; Extension. (a) Unless earlier terminated pursuant to the terms of this Agreement, the Aggregate Commitment shall terminate on the Maturity Date, and the unpaid balance of the Revolving Credit Loans and Swingline Loans outstanding shall be paid on the Maturity Date.
(b) Not more than once in any fiscal year of Borrower, Borrower may request an extension of the Maturity Date to the first anniversary of the then scheduled Maturity Date (but in no event to a date that is later than the fourth anniversary of the date of such request) by submitting a request for an extension to Agent not less than 180 days prior to the then scheduled Maturity Date. Prior to the delivery by Agent to the Lenders Banks of such request for extension, Borrower shall propose to Agent the amount of the fees that Borrower would agree to pay with respect to such extension if approved by the LendersBanks. Promptly upon (but not later than five (5) Business Days after) Agent’s 's receipt and approval of both the extension request and fee proposal (as so approved, the “Extension Request”"EXTENSION REQUEST"), Agent shall deliver to each Lender Bank a copy of, and shall request each Lender Bank to approve, the Extension Request. Each Lender Bank approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s Bank's receipt of the Extension Request. Except as otherwise provided in subsection 2.7(c) below, if and only if the written approval of the Extension Request by all Lenders Banks is received by Agent within such 60-day period, the Maturity Date shall be extended to the first anniversary of the then scheduled Maturity Date (as specified in the Extension Request).
(c) If (i) any Lender Bank or Lenders Banks whose pro rata shares (in the aggregate) of the Aggregate Commitment do not exceed 33S% 25% of the Aggregate Commitment (“Rejecting Lenders”"REJECTING BANKS") shall not approve an Extension Request, (ii) all rights and obligations of such Rejecting Lenders Banks under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within ninety (90) days following such Extension Request, in accordance with subsection 3.10, to one or more Replacement Lenders Banks who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender Bank shall have given written notice to Agent of such Lender’s Bank's withdrawal of its approval of the Extension Request, Agent shall promptly so notify Borrower and each LenderBank, and the Maturity Date shall be extended by one (1) year.
(d) Within ten (10) days of Agent’s 's notice to Borrower that all Lenders Banks have approved an Extension Request (whether pursuant to subsection 2.7(b) or 2.7(c)), Borrower shall pay to Agent for the account of the Lenders Banks the applicable extension fees specified in the Extension Request, and Agent shall promptly remit to each Lender Bank its Ratable Share thereof.
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