Common use of Acquisition Loans Clause in Contracts

Acquisition Loans. In addition to the satisfaction of the conditions precedent in Section 11.1, the obligation of the Lenders to make Loans to consummate any Acquisition permitted by this Agreement is subject to the following further conditions precedent: 11.2.1 The Borrower shall have delivered to the Administrative Agent and the Lenders in form and detail satisfactory to the Administrative Agent and the Required Lenders, (a) at least twenty (20) days prior to any requested Borrowing, a duly executed preliminary financing request, substantially in the form of Exhibit J, outlining the aggregate principal amount of any requested Borrowing which the Borrower will request to facilitate or consummate such Acquisition; and (b) duly executed pledge agreements, security agreements, mortgages, hypothecation agreements, amendments, financing statements and other documents as the Administrative Agent and the Required Lenders shall deem necessary or appropriate whereby the Borrower or the applicable Subsidiary shall grant to the Administrative Agent, for the benefit of the Lenders, a first priority lien on, and security interest in, (i) with respect to any Acquisition by the Borrower or any of its Subsidiaries (other than any Subsidiary which is an insurance company) of the type referenced in clause (b) of the definition of Acquisition, the capital stock or partnership or membership interests of such Acquired Person and (ii) with respect to any Acquisition by the Borrower or any of its Subsidiaries (other than any Subsidiary which is an insurance company) of the type referenced in clause (a) of the definition of Acquisition, the assets of such Acquired Person, in each case as the Administrative Agent and the Required Lenders shall request; 11.2.2 The Borrower shall have delivered to the Administrative Agent and the Lenders certified copies of any acquisition agreements, letters of intent, asset purchase agreements, stock purchase agreements or other related documentation or instruments proposed to be executed and delivered in connection therewith as the Administrative Agent or the Required Lenders shall request; 11.2.3 The Borrower shall have delivered to the Administrative Agent and the Lenders such other information and documents as may reasonably be required or requested by the Administrative Agent, the Required Lenders and the Administrative Agents's counsel.

Acquisition Loans. In addition The Borrower shall give the Lender at least 15 Business Days' prior written notice of a request for a borrowing of an Acquisition Loan. Such notice shall specify the amount of the Acquisition Loan to be borrowed, the date of borrowing (which shall be a Business Day), and the name, type and location of the Acquisition Property to be purchased with the proceeds of such Acquisition Loan. The Borrower shall provide to the satisfaction Lender the following information (the "Approval Information") for each Acquisition Property proposed to be acquired with the proceeds of an Acquisition Loan, which information shall be in form and substance reasonably satisfactory to the Lender and shall be provided to the Lender at least 15 Business Days' prior to the proposed borrowing date: (i) an itemized budget for the twelve month period commencing on a date reasonably near the date of such borrowing request, (ii) if available (after the Borrower's reasonable efforts to obtain), the audited financial statements for the two most recent years and unaudited quarterly statements for the twelve-month period on a date reasonably near the date of such borrowing request, (iii) if available (after the Borrower's reasonable efforts to obtain), historical operating reports, (iv) if available (after the Borrower's reasonable efforts to obtain), a rent roll and delinquency report and tenant sales information, (v) copies of the conditions precedent contract of sale and, if available (after the Borrower's reasonable efforts to obtain), all leases, material contracts and permits, (vi) a written appraisal by an MAI appraiser or a market study, (vii) an environmental audit of the type described in Section 11.16.01(j), (viii) a property condition report, including a structural engineering report identifying, among other things, deferred maintenance and the cost thereof and a ten-year schedule of anticipated capital expenditures and the annual cost thereof, (ix) a title report and survey, (x) copies of current real estate tax bills and (xi) such other information in the Borrower's possession or control as the Lender may reasonably request. The Approval Information need not include item (ii), (iii), (iv) or (viii) if the applicable Acquisition Property consists entirely of unimproved land. The Borrower acknowledges that the Lender shall not be obligated to make an Acquisition Loan prior to the date which is 15 Business Days' after Lender's receipt of the Approval Information relating to such Acquisition Loan and shall not be obligated to make an Acquisition Loan at any time unless the Lender approves such Acquisition Loan in accordance with Section 6.03. Within 10 Business Days of receipt by the Lender of the Approval Information, the obligation of Lender shall notify the Lenders to make Loans to consummate any Borrower in writing whether the Lender so approves the requested Acquisition permitted by this Agreement is Loan and, if not, shall state the reason(s) therefor. If the Lender approves such Acquisition Loan, such Acquisition Loan shall be made, subject to the following further terms of this Agreement and any other conditions precedent: 11.2.1 The Borrower shall have delivered to the Administrative Agent and the Lenders in form and detail satisfactory to the Administrative Agent and the Required Lenders, (a) at least twenty (20) days prior to any requested Borrowing, a duly executed preliminary financing request, substantially in the form of Exhibit J, outlining the aggregate principal amount of any requested Borrowing which the Borrower will request to facilitate or consummate such Acquisition; and (b) duly executed pledge agreements, security agreements, mortgages, hypothecation agreements, amendments, financing statements and other documents as the Administrative Agent and the Required Lenders shall deem necessary or appropriate whereby the Borrower or the applicable Subsidiary shall grant to the Administrative Agent, for the benefit of the Lenders, a first priority lien on, and security interest in, (i) with respect to any Acquisition reasonably required by the Borrower or any Lender at the time of its Subsidiaries (other than any Subsidiary which is an insurance company) of funding, on the type referenced in clause (b) of the definition of Acquisition, the capital stock or partnership or membership interests of such Acquired Person and (ii) with respect to any Acquisition by the Borrower or any of its Subsidiaries (other than any Subsidiary which is an insurance company) of the type referenced in clause (a) of the definition of Acquisition, the assets of such Acquired Person, in each case as the Administrative Agent and the Required Lenders shall request; 11.2.2 The Borrower shall have delivered to the Administrative Agent and the Lenders certified copies of any acquisition agreements, letters of intent, asset purchase agreements, stock purchase agreements or other related documentation or instruments proposed to be executed and delivered in connection therewith as the Administrative Agent or the Required Lenders shall request; 11.2.3 The Borrower shall have delivered to the Administrative Agent and the Lenders such other information and documents as may reasonably be required or borrowing date requested by the Administrative Agent, Borrower. Failure by the Required Lenders and Lender to respond to the Administrative AgentsBorrower's counselrequest for an Acquisition Loan within such 10 Business Day period shall be deemed a rejection of such request.

Acquisition Loans. In addition to the satisfaction of the conditions precedent in Section 11.1, the obligation of the Lenders to make Loans to consummate any Acquisition permitted by this Agreement is subject to the following further conditions precedent: 11.2.1 The Borrower shall have delivered to the Administrative Agent, the Collateral Agent and the Lenders in form and detail satisfactory to the Administrative Agent, the Collateral Agent and the Required Lenders, (a) at least twenty (20) days prior to any requested Borrowing, a duly executed preliminary financing request, substantially in the form of Exhibit J, outlining the aggregate principal amount of any requested Borrowing which the Borrower will request to facilitate or consummate such Acquisition; and (b) duly executed pledge agreements, security agreements, mortgages, hypothecation agreements, amendments, financing statements and other documents as the Administrative Collateral Agent and the Required Lenders shall deem necessary or appropriate whereby the Borrower or the applicable Subsidiary shall grant to the Administrative Collateral Agent, for the benefit of the Lenders, subject to the terms of the Collateral Sharing Agreement, a first priority lien on, and security interest in, (i) with respect to any Acquisition by the Borrower or any of its Subsidiaries (other than any Subsidiary which is an insurance company) of the type referenced in clause (b) of the definition of Acquisition, the capital stock or partnership or membership interests of such Acquired Person and (ii) with respect to any Acquisition by the Borrower or any of its Subsidiaries (other than any Subsidiary which is an insurance company) of the type referenced in clause (a) of the definition of Acquisition, the assets of such Acquired Person, in each case as the Administrative Collateral Agent and the Required Lenders shall request; 11.2.2 The Borrower shall have delivered to the Administrative Agent, the Collateral Agent and the Lenders certified copies of any acquisition agreements, letters of intent, asset purchase agreements, stock purchase agreements or other related documentation or instruments proposed to be executed and delivered in connection therewith as the Administrative Agent, the Collateral Agent or the Required Lenders shall request; 11.2.3 The Borrower shall have delivered to the Administrative Agent, the Collateral Agent and the Lenders such other information and documents as may reasonably be required or requested by the Administrative Agent, the Collateral Agent, the Required Lenders and the Administrative AgentsAgent's or the Collateral Agent's counsel.

Acquisition Loans. In addition Upon the request of Borrowers, made at any time during the term hereof, and so long as all of the Acquisition Loan Conditions and all other conditions set forth herein have been satisfied, Fremont may, in its sole and absolute discretion, make Acquisition Loans to Borrowers on any Business Day during the period from the date hereof through the Business Day before the last day of the term hereof, not to exceed in aggregate principal amount outstanding at any time the sum of Five Million Dollars ($5,000,000). Such Acquisition Loans shall be made either as Revolving Advances (based on lending formulas to be established by Fremont, in its sole and absolute discretion, on or before the closing date of a Permitted Acquisition) or Term Loans ( Acquisition Term Loans). Any Acquisition Loans made as Term Loans shall be subject to the satisfaction of the conditions precedent in Section 11.1, the obligation of the Lenders to make Loans to consummate any Acquisition permitted by this Agreement is subject to the following further conditions precedent: 11.2.1 The Borrower shall have delivered to the Administrative Agent and the Lenders in form and detail satisfactory to the Administrative Agent and the Required Lenders, conditions: (a) at least twenty (20) days prior to any requested Borrowing, a duly executed preliminary financing request, substantially in the form of Exhibit J, outlining the aggregate principal amount of all Acquisition Term Loans shall be in an original principal amount not to exceed (i) seventy percent (70%) of the orderly liquidation value of any requested Borrowing which machinery and equipment acquired by Borrowers in a Permitted Acquisition ( Acquired M&E), PLUS (ii) sixty-five percent (65%) of the Borrower will request to facilitate or consummate such Acquisition; and fair market value of any real property acquired by Borrowers in a Permitted Acquisition ( Acquired Real Property), (b) duly executed pledge agreements, security agreements, mortgages, hypothecation agreements, amendments, financing statements and other documents as the Administrative Agent and the Required Lenders Fremont shall deem necessary or appropriate whereby the Borrower or the applicable Subsidiary shall grant to the Administrative Agent, for the benefit have received a written appraisal of the LendersAcquired M&E and Acquired Real Property in form and substance satisfactory to Fremont from an appraiser acceptable to Fremont, (c) Fremont shall have a first priority lien onpriority, and perfected security interest in, in or lien upon all Acquired M&E and Acquired Real Property; (id) with respect to any Acquired Real Property, Fremont shall have received a mortgage, deed of trust or security deed, environmental assessment, ALTA survey and a fully paid mortgagee title insurance policy (or binding commitment to issue a title insurance policy, marked to Fremont's satisfaction, to evidence the form of such policy) in standard ALTA form, each in form and substance satisfactory to Fremont and from Persons acceptable to Fremont; (e) each Acquisition Term Loan shall be evidenced by an Acquisition Note in a form acceptable to Fremont; and (f) each such Acquisition Term Loan made based upon the Borrower or any appraised orderly liquidation value of its Subsidiaries Acquired M&E as provided hereinabove shall have a repayment schedule of sixty (other than any Subsidiary which is an insurance company60) equal monthly principal payments (but shall be coterminous with this Agreement) and each such Acquisition Term Loan made based upon the appraised fair market value Acquired Real Property as provided hereinabove shall have a repayment schedule of one hundred and twenty (120) equal monthly principal payments (but shall be coterminous with this Agreement). The Acquisition Loans shall bear interest as set forth in Section 2.6 hereof. The proceeds of the type referenced in clause Acquisition Loans shall be used by Borrowers solely to (bi) of the definition of Acquisition, the capital stock or partnership or membership interests of such Acquired Person provide financing for a Permitted Acquisition and (ii) pay the fees and transaction expenses associated with respect the closing of a Permitted Acquisition. All Acquisition Loans made by Fremont hereunder shall constitute Obligations and shall be secured by the Collateral. Borrowers shall not be entitled to repay and reborrow any Acquisition by the Borrower or Term Loans. The occurrence of a default under any Acquisition Note shall constitute an Event of its Subsidiaries (other than any Subsidiary which is an insurance company) of the type referenced in clause (a) of the definition of Acquisition, the assets of such Acquired Person, in each case as the Administrative Agent and the Required Lenders shall request; 11.2.2 The Borrower shall have delivered to the Administrative Agent and the Lenders certified copies of any acquisition agreements, letters of intent, asset purchase agreements, stock purchase agreements or other related documentation or instruments proposed to be executed and delivered in connection therewith as the Administrative Agent or the Required Lenders shall request; 11.2.3 The Borrower shall have delivered to the Administrative Agent and the Lenders such other information and documents as may reasonably be required or requested by the Administrative Agent, the Required Lenders and the Administrative Agents's counselDefault hereunder.

Acquisition Loans. In addition Subject to the satisfaction of terms and conditions set forth in this Agreement (including the conditions precedent set forth in Section 11.1SECTION 4.3), each Lender hereby severally and not jointly agrees to make, from time to time on and after the Acquisition Loan Target Date and on or prior to the Conversion Date, on an Acquisition Closing Date, revolving loans, in Dollars, to the Borrower which shall convert into term loans (individually, an "ACQUISITION LOAN" and collectively, the obligation "ACQUISITION LOANS") from time to time in an amount not to exceed such Lender's Pro Rata Share of the Lenders to make Loans to consummate any Acquisition permitted by this Agreement is subject to the following further conditions precedent: 11.2.1 The Borrower shall have delivered to the Administrative Agent and the Lenders in form and detail satisfactory to the Administrative Agent and the Required Lenders, (a) Loan Availability at least twenty (20) days prior to any requested Borrowingsuch time; PROVIDED, a duly executed preliminary financing request, substantially in the form of Exhibit J, outlining the aggregate principal amount of any requested Borrowing which the Borrower will request to facilitate or consummate such Acquisition; and (b) duly executed pledge agreements, security agreements, mortgages, hypothecation agreements, amendments, financing statements and other documents as the Administrative Agent and the Required Lenders shall deem necessary or appropriate whereby the Borrower or the applicable Subsidiary shall grant to the Administrative Agent, for the benefit of the Lenders, a first priority lien on, and security interest inHOWEVER, (i) with respect to any no Acquisition by Loan shall be made hereunder unless and until the Borrower or any has obtained Term Loans in an aggregate principal amount equal to $5,000,000, (ii) no Acquisition Loan shall be made hereunder unless, as of the applicable Acquisition Closing Date, the sum of (x) EBITDA (as defined in SECTION 6.4 (A)) for the twelve calendar months most recently completed for which financial statements have been delivered pursuant to SECTION 6.1(A)(i) (or, if the number of calendar months from April 1, 1996 through the last month for which such financial statements are available is less than twelve months, then the EBITDA for such period from April 1, 1996 through such month for which financial statements are available, times a fraction the numerator of which is twelve and the denominator of which is the number of calendar months from April 1, 1996 through such month for which financial statements are available) on a consolidated basis for the Borrower and its consolidated Subsidiaries (other than any Subsidiary which is an insurance company) of Target proposed to be acquired with the type referenced in clause (b) of the definition of Acquisition, the capital stock or partnership or membership interests proceeds of such Acquired Person and (ii) with respect to Acquisition Loan), including any Acquisition Subsidiary acquired by the Borrower or any another Subsidiary during the applicable period on a pro forma basis as if such Subsidiary had been acquired on the first day of such period, PLUS (y) EBITDA (determined in a manner consistent with the calculation of EBITDA of the Borrower and its Subsidiaries (other than any Subsidiary which is an insurance companySubsidiaries, as defined in Section 6.4(A)) of the type referenced in clause (a) of Target proposed to be acquired with the definition of Acquisition, the assets proceeds of such Acquired Person, in each case as Acquisition Loan for the Administrative most recent twelve month period for which financial statements meeting the requirements of Section 6.3(H)(ii) have been delivered to the Agent and the Required Lenders Lenders, shall request; 11.2.2 The Borrower not be less than $1,750,000 and (iii) at no time shall have delivered the aggregate outstanding Acquisition Loans exceed the Aggregate Acquisition Loan Commitment. Subject to the Administrative Agent terms and conditions set forth in this Agreement (including the conditions precedent set forth in SECTION 4.3), the Borrower may borrow, repay and reborrow Acquisition Loans at any time on or prior to the Conversion Date in connection with any Acquisition approved by the Acquisition Approval Lenders under SECTION 6.3(H). On the Conversion Date, the Acquisition Loans shall automatically convert to term loans and be repaid in accordance with SECTION 2.1(e). All Acquisition Loans shall be made by the Lenders certified copies simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Acquisition Loan hereunder nor shall the Acquisition Loan Commitment of any acquisition agreements, letters Lender be increased or decreased as a result of intent, asset purchase agreements, stock purchase agreements or other related documentation or instruments proposed to be executed and delivered in connection therewith as the Administrative Agent or the Required Lenders shall request; 11.2.3 The Borrower shall have delivered to the Administrative Agent and the Lenders any such other information and documents as may reasonably be required or requested by the Administrative Agent, the Required Lenders and the Administrative Agents's counselfailure.