Revolving Loan and Lending Limits. Upon the terms and subject to the conditions set forth in this Agreement, including but not limited to Section 2.8 hereof, the Lender shall make Advances to the Borrower, of up to $16,000,000 million under the Existing Inventory Loan and the New Inventory Loan and on the Closing Date up to $5,000,0000 under the Inventory Term Loan. Borrower may borrow, repay and reborrow during the Revolving Loan Period, as such term is hereafter defined, principal under the Existing Inventory Loan and the New Inventory Loan in an amount not to exceed at any time in the aggregate the lesser of: (i) the Loan to Retail Value Ratio of the Required Retail Value of the Inventory or (ii) $16,000,000.00 (such amount being the aggregate principal amount of the Existing Inventory Loan and the New Inventory Loan), as reduced as set forth in Section 2.4(b)(ii) hereof. Under no conditions may the Borrower repay and reborrow principal under the Inventory Term Loan. Borrower acknowledges and agrees that Lender may make Advances from the Existing Inventory Loan, the New Inventory Loan and/or the Inventory Term Loan in such manner and amount as Lender may determine in its sole discretion. The Revolving Loan Period shall be the period during the Term in which the Borrower may borrower, repay and reborrow Advances and shall terminate in all respects on March 31, 2007. Borrower’s right to receive Advances hereunder shall also be subject to the terms and conditions set forth in that certain Second Amended and Restated Intercreditor Agreement between Lender, H▇▇▇▇▇, Borrower and Sovereign dated of even date herewith, as may be amended hereafter (the “Intercreditor Agreement”), but only so long as the Intercreditor Agreement remains in full force and effect. Notwithstanding anything herein to the contrary, Borrower acknowledges, confirms and agrees that it shall not be entitled to receive, nor shall Lender be required to make, any Advance if and to the extent that Borrower has failed to substantially adhere to the Business Plan, including the Senior Lender Advance Schedule, as determined by Lender in its sole and absolute discretion, so long as Borrower is required to maintain and adhere to the Business Plan under this Agreement. ”
Appears in 1 contract
Sources: Loan and Security Agreement (Silverleaf Resorts Inc)
Revolving Loan and Lending Limits. Upon the terms and subject to the conditions set forth in this Agreement, including but not limited to Section 2.8 hereof, the Lender shall make Advances to the Borrower, of up to $16,000,000 million under the Existing Inventory Loan and the New Inventory Loan and on the Closing Date up to $5,000,0000 under the Inventory Term Loan. Borrower may borrow, repay and reborrow during the Revolving Loan Period, as such term is hereafter defined, principal under the Existing Inventory Loan and the New Inventory Loan in an amount not to exceed at any time in the aggregate the lesser of: (i) the Loan to Retail Value Ratio of the Required Retail Value of the Inventory or (ii) $16,000,000.00 (such amount being the aggregate principal amount of the Existing Inventory Loan and the New Inventory Loan), as reduced as set forth in Section 2.4(b)(ii) hereof. Under no conditions may the Borrower repay and reborrow principal under the Inventory Term Loan. Borrower acknowledges and agrees that Lender may make Advances from the Existing Inventory Loan, the New Inventory Loan and/or the Inventory Term Loan in such manner and amount as Lender may determine in its sole discretion10,000,000.00. The Revolving Loan Period shall be the period during the Term in which the Borrower may borrower, repay and reborrow Advances and shall terminate in all respects on March 31, 20072004. Borrower’s 's right to receive Advances hereunder shall also be subject to the terms and conditions set forth in that certain Second Amended and Restated Intercreditor Agreement between Lender, H▇▇▇▇▇Borrower, Borrower Heller and Sovereign dated of even date herewith, as may be amended hereafter (the “Intercreditor Agreement”), but only so long as the Intercreditor Agreement remains in full force and effect. Notwithstanding anything any▇▇▇▇▇ herein to the contrary, Borrower acknowledges, confirms and agrees that it shall not be entitled to receive, nor shall any Lender be required to make, any Advance if and to the extent that that: (i) Borrower has failed to substantially adhere to the Business Plan, including the Senior Lender Advance Schedule, as determined by Lender Agent in its sole and absolute discretion; or (ii) the most recent weekly flash report delivered in accordance with Section 7.1(h)(vii) hereof (a "WEEKLY FLASH REPORT"), so long as indicates that Borrower has in excess of five million dollars ($5,000,000) in available unrestricted cash. Borrower acknowledges, agrees and confirms that Lender's obligation to Borrower and Borrower's right to borrow under this Agreement is required to maintain and adhere subject to the Business Plan satisfaction of the conditions set forth in Paragraph 60 hereof on or before May 31, 2002. Until such time as Lender determines that the conditions set forth in Paragraph 60 hereof have been satisfied, all of Borrower's rights with respect to Advances shall be governed by and construed in accordance with the terms and conditions of the Original Agreement, as modified by the Forbearance Agreement and the Extension Letter. If the conditions set forth in Paragraph 60 are not satisfied on or before May 31, 2002, then this Second Amendment, and the respective rights and obligations of the parties hereto, shall be null and void ab initio and of no further force and effect and the respective rights and obligations of Borrower and Lender shall be governed by the terms and conditions of the Original Agreement, as modified by the Forbearance Agreement and the Extension Letter. Notwithstanding anything herein to the contrary, the obligation of Lender to make any Advance under this AgreementAgreement shall be subject to and conditioned upon Heller making advances to ▇▇▇▇▇wer substantially in accordance with the Business Plan, including the Senior Lender Advance Schedule, which Lender agrees will be determined on a quarterly basis commencing March 31, 2002. ”Lender shall have no obligation to make any Advance hereunder to the extent that Heller terminates its facility or fails to make advances as provided ▇▇ ▇▇▇ Business Plan, including the Senior Lender Advance Schedule, which Lender agrees will be determined on a quarterly basis commencing March 31, 2002."
Appears in 1 contract
Sources: Loan and Security Agreement (Silverleaf Resorts Inc)