Acquisition Loan. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make a term loan (collectively, the “Acquisition Loan”) to Borrower in an amount equal to the amount of such Lender’s Acquisition Loan Commitment. The Borrower shall execute and deliver to each such Lender one or more Acquisition Notes to evidence the Acquisition Loan. The Acquisition Loan shall be a Eurodollar Rate Loan, as further provided herein. Once repaid or prepaid, the Acquisition Loan may not be re-borrowed.
(ii) The Acquisition Loan shall be disbursed in no more than two (2) installments. On the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, the first installment of the Acquisition Loan in an amount not to exceed such Lender’s Acquisition Loan Commitment (collectively, the “First Acquisition Draw”). At any time within ninety (90) days after the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, a second installment of the Acquisition Loan in an amount not to exceed (A) such Lender’s Acquisition Loan Commitment minus (B) such Lender’ share of the First Acquisition Draw (collectively, the “Second Acquisition Draw”). The Borrower shall have no right to request, and the Lenders shall have no obligation to fund, any installments of the Acquisition Loan other than the First Acquisition Draw and the Second Acquisition Draw as described above. To the extent that the aggregate amount of the First Acquisition Draw and the Second Acquisition Draw is less than $20,000,000, or in the event that the Borrower has not requested the Second Acquisition Draw prior to the expiration of the 90-day period referred to above, the Borrower shall be deemed to have automatically and irrevocably waived any right to request or receive any more funds from the Acquisition Loan.
(f) Section 2.03(a)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credi...
Acquisition Loan. The Borrower will apply the proceeds of the Acquisition Loan solely to finance acquisitions permitted pursuant to Section 2.1 and to finance capital expenditures for additions or improvements to the assets of the Borrower (as distinguished from maintenance capital expenditures).
Acquisition Loan. For each Property acquired by the Company, the loan(s) obtained by the Company to fund the acquisition of such Property.
Acquisition Loan. (a) Bank agrees to with respect to Subsections 2A.1(b) and (c) hereof, and may, in its sole discretion, with respect to Subsection 2A.1(d) hereof, on the terms and conditions set forth in this Agreement, make Advances from time to time during the Acquisition Loan Period in amounts such that the aggregate principal amount of Advances at any one time outstanding will not exceed the Maximum Acquisition Loan Amount (the "Acquisition Loan"). The Acquisition Loan may be prepaid in whole or in part at any time without penalty (excluding any fees or expenses incurred under any Swap Agreements), but amounts prepaid will not be readvanced.
(b) In the event the Advance under the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, does not exceed $3,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance:
(i) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not exceed $10,000,000.
(ii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's ratio of Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 0.5 to 1.0.
(iii) Repayment of any Advance under this Section 2.A.1(b) shall be, at the option of the Borrower, as follows:
(1) Monthly installments of interest only for up to 36 months, at end of which time the principal balance of said Advance, together with all unpaid interest, shall be due and payable in full.
(2) Monthly installments of interest only for 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly period.
(c) In the event the Advance under the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, is greater than $3,000,000 but does not exceed $5,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance:
(i) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not to exceed $10,000,000.
(ii)...
Acquisition Loan. Borrowers hereby acknowledge and agree that, on the Closing Date, Lender made the Original Acquisition Loan Advance to Borrowers in the principal amount of $760,000,000.00, which Original Acquisition Loan Advance represented a full disbursement of all proceeds of the Original Acquisition Loan. As a result of the application of the Mezzanine Prepayments to the partial prepayment of the Original Acquisition Loan on November 6, 2007, and the partial prepayment made with the Release Parcel Release Price in connection with the sale of certain property by Adjacent Borrower, the Original Acquisition Loan is now in the reduced amount of $364,810,499.71 (the “Reduced Acquisition Loan”). The Reduced Acquisition Loan is evidenced by the Reduced Acquisition Loan Note and this Agreement, is secured by the Mortgage and the other Loan Documents and shall be repaid with interest, costs and charges as more particularly set forth in the Reduced Acquisition Loan Note, this Agreement, the Mortgage and the other Loan Documents. Principal amounts of the Original Acquisition Loan or the Reduced Acquisition Loan which are repaid for any reason may not be reborrowed. Lender did not fund any portion of the Original Acquisition Loan from any account holding “plan assets” of one or more plans within the meaning of 29 C.F.R. 2510.3-101 unless such Original Acquisition Loan did not constitute a non-exempt prohibited transaction under ERISA. Borrowers used the proceeds of the Original Acquisition Loan to (a) directly or indirectly acquire the Properties and the IP, (b) repay and discharge existing loans relating, directly or indirectly, to the Properties and/or the IP, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided herein, (d) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date, and (e) for such other purposes as were reasonably approved by Lender, as set forth on a sources and uses of funds schedule executed by Borrowers and Lender on the Closing Date.
Acquisition Loan. The term "Acquisition Loan" shall mean the initial disbursement at Closing of Loan Proceeds in the principal sum of the Acquisition Loan Amount to be used by the Land Owner for the acquisition of fee simple title to the Land plus certain closing and construction expenses.
Acquisition Loan. The purpose of the Acquisition Loan shall be to fund Obligors' acquisition of fee simple title to the Land and existing Improvements, and shall be disbursed at Closing. The Borrower shall pay from its own funds the difference between the Acquisition Loan Amount and the actual purchase price, plus all closing costs, including, without limitation, recordation and transfer taxes, title examination costs and title insurance premiums, document preparation fees, real property taxes and counsel fees in connection with the acquisition of the Land.
Acquisition Loan. The principal indebtedness of Borrower to Lenders under the Acquisition Loan shall not exceed the lesser of (i) Twenty-Two Million and No/100 Dollars ($22,000,000.00), or (ii) the Credit Ceiling in effect from time to time.
Acquisition Loan. Upon the terms and subject to the conditions set forth in this Agreement, Lender shall loan to or for the account of Borrower, and Borrower shall borrow and repay, the Loan in the maximum principal amount of $27,500,000, the proceeds of which will be used by Borrower (together with equity) for the purposes set forth in Section 2.3 below. The Loan does not revolve.
Acquisition Loan. In the event that the Borrowers permanently reduce (including, without limitation, a reduction to $0 or termination) the Acquisition Loan Commitment pursuant to Section 2.16(c) before the Conversion Date, the Borrowers shall pay to the Administrative Agent for the account of the Lenders in accordance with their Applicable Acquisition Loan Percentage, simultaneously with any such reduction, a prepayment fee of 2% of any such commitment reduction. In the event that the Borrowers pay any principal with respect to any Acquisition Loan after the Conversion Date on any day other than the date scheduled for such payment under Section 2.10(b), the Borrowers shall pay, simultaneously with any such prepayment, a prepayment fee of 1% of such principal payment, provided, however, there shall be no Prepayment Fee with respect to any prepayment of principal of the Acquisition Loan if such payment is made entirely from excess cash flow from the Borrowers’ operations in the ordinary course of business, from the proceeds of the issuance by any Borrower of any Equity Interests, or from the proceeds of a refinancing of the Obligations in a transaction in which the Administrative Agent or one of its Affiliates provides or arranges a replacement credit facility for the Borrowers.
