Acquisition Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the Acquisition Lenders the aggregate outstanding principal amount of the Acquisition Advances on the following dates in the amounts indicated, determined as a percentage of the aggregate amount of Acquisition Advances outstanding on the Conversion Date (after giving effect to any prepayments required by Section 2.06(b)(ix) and which amount shall be reduced as a result of the application of further prepayments in accordance with the order of priority set forth in the applicable paragraph of Section 2.06): Date Amount ---- ------ June 30, 1998 5.0% September 30, 1998 5.0% December 31, 1998 5.625% March 31, 1999 5.625% June 30, 1999 5.625% September 30, 1999 5.625% December 31, 1999 5.625% March 31, 2000 5.625% June 30, 2000 5.625% September 30, 2000 5.625% December 31, 2000 5.625% March 31, 2001 5.625% June, 30, 2001 5.625% September 30, 2001 5.625% December 31, 2001 5.625% March 31, 2002 5.625% June 30, 2002 5.625% September 30, 2002 5.625% provided, however, that the final principal installment of the Acquisition Facility shall in any event be in an amount equal to the aggregate principal amount of the Acquisition Advances then outstanding.
Acquisition Advances. As to each Additional Property (if any), Lender shall make an Acquisition Advance to Borrower to finance or refinance such Additional Property and to pay certain Loan funding costs in connection therewith, subject to and in accordance with the following terms and conditions:
(a) The amount of the Acquisition Advance shall not exceed the least of (i) the amount designated as the "Loan Basis" amount for such Additional Property, as set forth on Schedule 1.1(B), (ii) an amount which, when added to the then existing Loan balance, results in a 10.75% Cash On Cash Return, (iii) an amount which, when added to the then current Loan balance, results in a 1.15 to 1.00 Debt Service Coverage Ratio, and (iv) an amount equal to eighty percent (80%) of the acquisition costs incurred by Borrower for such Additional Property, including the costs of any interest rate cap agreement (or amendment thereto) which Borrower is required to obtain in connection with such Acquisition Advance under the terms of this Agreement. Lender shall determine Borrower's satisfaction of the foregoing condition based upon an updated Operating Cash Flow audit of the Additional Property and each of the Properties.
(b) As to each Acquisition Advance, Borrower shall have satisfied the conditions specified in paragraphs 1, 4, 9, 13, 14, 15, 16, 19, 20, 24, 26, 28, 29, 30, 31, 32, 35, 36, 40, 41 and 42 of Part A of Schedule 2.1.
(c) Borrower shall have satisfied the terms and conditions set forth in Part B of Schedule 2.1.
(d) No new or additional information shall have become known to Lender since the Closing Date which Lender, in it sole discretion, determines would cause any of the environmental or engineering reports with respect to the Additional Property, which were reviewed by Lender prior to the Closing Date, to be inaccurate in any material respect.
(e) Borrower shall have paid to Lender, as the balance of the commitment fee owing with respect to the Additional Property, an amount equal to .67% of the amount of the Acquisition Advance funded.
(f) Borrower shall have confirmed in writing the revised Cash On Cash Limit and the revised Debt Service Coverage Ratio Limit as determined by Lender in connection with the addition of the Additional Property to the Properties.
(g) Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be entitled to any Acquisition Advance after the Acquisition Advance Termination Date, and all undisbursed Loan proceeds available for Ac...
Acquisition Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make two Acquisition Advances to Borrower in two tranches, Acquisition Tranche A and Acquisition Tranche B. Borrower may request one Acquisition Line Advance under Acquisition Tranche A at any time from the Third Amendment Date through the Acquisition Tranche A Availability End Date. Borrower may request one Acquisition Advance under Acquisition Tranche B at any time from the first Business Day following any Acquisition Tranche A Advance through the Acquisition Tranche B Availability End Date. The aggregate outstanding amount of all Acquisition Advances shall at no time exceed the Acquisition Line and each Acquisition Advance shall be in a minimum amount of $250,000. Proceeds of the Acquisition Advances shall be used by Borrower to make a Permitted Acquisition. No Acquisition Advance shall exceed 100% of the purchase price of a Permitted Acquisition. Notwithstanding the foregoing, Bank shall not make any Acquisition Advance if Borrower has not maintained a Liquidity of at least $60,000,000 at all times.
(ii) Interest shall accrue from the date of each Acquisition Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). The Acquisition Tranche A Advance shall be payable in equal monthly installments of principal each in an amount sufficient to fully amortize the Acquisition Tranche A Advance by the Acquisition Line Maturity Date, plus all accrued interest, beginning on the first Business Day of the first month following the funding of such advance, and continuing on the same day of each month thereafter until the Acquisition Line Maturity Date. The Acquisition Tranche B Advance shall be payable in equal monthly installments of principal each in an amount sufficient to fully amortize the Acquisition Tranche B Advance by the Acquisition Line Maturity Date, plus all accrued interest, beginning on the first Business Day of the first month following the funding of such advance, and continuing on the same day of each thereafter until the Acquisition Line Maturity Date. No Acquisition Advance, once repaid, may be reborrowed. Except as set forth in the LIBOR/Prime Referenced Rate Addendum, Borrower may prepay all or any portion of an Acquisition Advance without penalty or premium.
(iii) When Borrower desires to obtain an Acquisition Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be r...
Acquisition Advances. Subject to the conditions and limitations set forth herein, TMCC shall make Acquisition Advances for (i) the purchase of a Property, or (ii) the refinance of existing indebtedness on a Property.
Acquisition Advances. With respect to each Acquisition Advance, upon the sooner of (a) the date that is eighteen (18) months after the date of such Acquisition Advance, (b) the date upon which Borrower closes the sale of any Timeshare Interest at the related Additional Resort or (c) the end of the Commitment Period, Borrower shall repay the principal attributable to such Acquisition Advance either (y) through a refinance of all Acquisition Advances related to such Additional Resort with proceeds of Inventory Advances, with any shortfall to be paid directly by Borrower, upon which such Additional Resort shall be added to Schedule 5 hereof and shall no longer be considered an Additional Resort, or (z) on the first day of each month commencing with the month immediately following such date, in equal installments, each in an amount equal to the amount of the principal related to such Acquisition Advance divided by the number of months then remaining until the Maturity Date. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Acquisition Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the Acquisition Lenders the aggregate outstanding principal amount of the Acquisition Advances on the following dates in the amounts indicated (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06): 80 50 DATE AMOUNT ---- ------ December 31, 1999 Amortization Amount A March 31, 2000 Amortization Amount A June 30, 2000 Amortization Amount B September 30, 2000 Amortization Amount B December 31, 2000 Amortization Amount B March 31, 2001 Amortization Amount B provided, however, that the final principal installment shall be repaid on the Termination Date and in any event shall be in an amount equal to the aggregate principal amount of the Acquisition Advances outstanding on such date.
Acquisition Advances. Borrower's notice to Bank of the applicable interest rate shall be provided, as to Adjusted LIBO Rate Advances which are to be continued as such for the next Interest Period or as to Base Rate Advances which are to be converted to Adjusted LIBO Rate Advances, not less than three (3) days, which are both Working Days and Business Days, prior to the end of the then pending Interest Period, such notice to include a requested Interest Period, and, as to Adjusted LIBO Rate Advances which are to be converted to Base Rate Advances, one (1) Business Day prior to the end of the then pending Interest Period to Bank. Conversions of Adjusted LIBO Rate O:\SSDATA\HAT\BANK\0000000.6 14 062797 Advances shall only be made (a) on the last day of the Interest Period applicable thereto, (b) on a Working Day and (c) if no Default or Event of Default has occurred and is continuing. If no notice is provided by Borrower as to any Adjusted LIBO Rate Advance prior to the end of the then pending Interest Period, such Advance shall, at the end of the Interest Period, automatically become a Base Rate Advance.
Acquisition Advances. (a) Borrower shall be entitled from time to time to receive Revolving Loans in excess of the Maximum Credit in effect immediately prior to the advance of such Revolving Loan, subject to and upon the following terms and conditions:
(i) Borrower shall use the proceeds of each Acquisition Advance for the purpose of financing all or a portion of the purchase price payable for an Acquisition;
(ii) Borrower shall have received the prior written consent of Lender to complete the Acquisition;
(iii) each Acquisition Advance shall be in a principal amount of not less than $2,000,000;
(iv) the aggregate principal amount of all Acquisition Advances shall not at any time exceed $10,000,000;
(v) each Acquisition Advance shall be subject to all of the terms and conditions of this Agreement and such additional terms and conditions (if any) as are required by Lender in connection therewith, including payment of fees to Lender;
(vi) Borrower shall provide Lender with such prior notice of any potential Acquisition as is required in the opinion of Lender to permit Lender to complete all such due diligence investigations (financial or otherwise) with respect to such potential Acquisition as Lender determines appropriate, including audit and appraisal of assets or shares to be purchased, review of business plan and projections, legal service and registration of security with respect to all property and assets to be acquired pursuant to such Acquisition; and Lender shall be satisfied with the results of such due diligence investigations.
(b) As of any date of determination, the Maximum Credit shall be increased by the aggregate principal amount of all Acquisition Advances outstanding as of such date.
Acquisition Advances. See SECTION 1.01.
Acquisition Advances. (a) Subject as provided below and to Clause 2.3(d)(Purpose), the proceeds of Revolving Advances may be used to fund all or any part of the cash element of the Acquisition Consideration for any Permitted Acquisitions.
(b) The maximum principal amount of Revolving Advances which can at any time be outstanding, the proceeds of which are used as described in Clause 2.5(a) (or which refinance directly or indirectly Revolving Advances whose proceeds were originally so used), shall not exceed the lower of £60,000,000 and the aggregate Revolving Commitments at that time less in each case the aggregate principal amount of, or contingent liabilities in respect of, Financial Indebtedness incurred as permitted under paragraph (i) of the definition of Permitted Indebtedness (whether or not remaining outstanding).
