Common use of Additional Eligible Resorts Clause in Contracts

Additional Eligible Resorts. From time to time during the Term, Borrower may propose to Agent that one or more additional time-share plans and projects owned and operated by Borrower be included among the Eligible Resorts in respect of which Advances may be made. Any such proposal will be in writing, and will be accompanied or supported by the due diligence and supporting Borrower, Affiliate, project, financial and related information identified in Section 4.5 hereto, and such other information as Agent may require. Borrower will reasonably cooperate with Agent's underwriting and due diligence, and Borrower will be responsible for payment upon billing for Agent's out-of-pocket expenses in connection therewith. Subject to: (i) Agent's satisfactory underwriting and due diligence review, including satisfaction of the conditions in Sections 4 and 5 hereof as they relate to such additional time-share resorts, and (ii) consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan, Agent may, but shall not be required to, approve one or more such additional time-share resorts, including future phases or condominiums in an Existing Eligible Resort, as an Eligible Resort qualifying for Advances under and subject to the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, in the event that a Lender does not consent to the approval of such additional time-share resort, then such Lender shall not be obligated to fund any Advances hereunder with respect to Pledged Notes Receivable originating from such resort. Subject in each instance to Agent's acceptable underwriting and due diligence review, consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan and Agent's prior written approval, any project as may be approved by Agent and Lenders after the Effective Date, if any, is hereinafter referred to as an "Additional Eligible Resort". Any Advances hereunder with respect to any Additional Eligible Resort will be subject to all terms and conditions of this Agreement and the other Loan Documents. Notwithstanding anything in this Section 3.7 to the contrary, Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any project as an Additional Eligible Resort.

Additional Eligible Resorts. From time to time during the Term, Borrower may propose to Agent that one or more additional time-share plans and projects owned and operated by Borrower be included among the Eligible Resorts in respect of which Advances may be made. Any such proposal will be in writing, and will be accompanied or supported by the due diligence and supporting Borrower, Affiliate, project, financial and related information identified in Section 4.5 hereto4.4 hereof, and such other information as Agent may require. Borrower will reasonably cooperate with Agent's ’s underwriting and due diligence, and Borrower will be responsible for payment upon billing for Agent's ’s and each Lender’s out-of-pocket expenses in connection therewith. Subject to: (i) to Agent's ’s satisfactory underwriting and due diligence review, including satisfaction of the conditions in Sections 4 4.4 and 5 hereof as they relate to such additional time-share resorts, and (ii) consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan, Agent may, but shall not be required to, approve one or more such additional time-share resorts, including future phases or condominiums in an Existing Eligible Resort, as an Eligible Resort qualifying for Advances under and subject to the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, in the event that a Lender does not consent to the approval of such additional time-share resort, then such Lender shall not be obligated to fund any Advances hereunder with respect to Pledged Notes Receivable originating from such resort. Subject in each instance to Agent's acceptable ’s underwriting and due diligence review, consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan and Agent's ’s prior written approval, any project as may be approved by Agent and Lenders after the Effective Closing Date, if any, is hereinafter referred to as an "“Additional Eligible Resort"”. Any Advances hereunder with respect to any Additional Eligible Resort will be subject to all terms and conditions of this Agreement and the other Loan Documents. Notwithstanding anything in this Section 3.7 to the contrary, Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any project as an Additional Eligible Resort.

Additional Eligible Resorts. From time to time during the Term, Borrower may propose to Agent that one or more additional time-share plans and projects owned and operated by Borrower be included among the Eligible Resorts in respect of which Advances may be made. Any such proposal will be in writing, and will be accompanied or supported by the due diligence and supporting Borrower, Affiliate, project, financial and related information identified in Section 4.5 4.4 hereto, and such other information as Agent may require. Borrower will reasonably cooperate with Agent's ’s underwriting and due diligence, and Borrower will be responsible for payment upon billing for Agent's ’s and each Lender’s out-of-pocket expenses in connection therewith. Subject to: (i) to Agent's ’s satisfactory underwriting and due diligence review, including satisfaction of the conditions in Sections Section 4 and 5 hereof as they relate to such additional time-share resorts, and (ii) consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan, Agent may, but shall not be required to, approve one or more such additional time-share resorts, including future phases or condominiums in an Existing Eligible Resort, as an Eligible Resort qualifying for Advances under and subject to the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, in the event that a Lender does not consent to the approval of such additional time-share resort, then such Lender shall not be obligated to fund any Advances hereunder with respect to Pledged Notes Receivable originating from such resort. Subject in each instance to Agent's acceptable ’s underwriting and due diligence review, consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan and Agent's ’s prior written approval, any project as may be approved by Agent and Lenders after the Effective Closing Date, if any, is hereinafter referred to as an "“Additional Eligible Resort"”. Any Advances hereunder with respect to any Additional Eligible Resort will be subject to all terms and conditions of this Agreement and the other Loan Documents. Notwithstanding anything in this Section 3.7 to the contrary, Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any project as an Additional Eligible Resort.

Additional Eligible Resorts. From time to time during the Term, Borrower may propose to Agent Lender that one or more additional time-share plans and projects owned and operated by Borrower be included among the Eligible Resorts in respect of which Advances may be made. Any such proposal will be in writing, and will be accompanied or supported by the due diligence and supporting Borrower, Affiliate, project, financial and related information identified in Section 4.5 4.4 hereto, and such other information as Agent Lender may require. Borrower will reasonably cooperate with Agent's Lender’s underwriting and due diligence, and Borrower will be responsible for payment upon billing for Agent's Lender’s out-of-pocket expenses in connection therewith. Subject to: (i) Agent's satisfactory to Lender’s underwriting and due diligence review, including satisfaction of the conditions in Sections Section 4 and Section 5 hereof as they relate to such additional time-share resorts, and (ii) consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan, Agent Lender may, but shall not be required to, approve one or more such additional time-share resorts, including future phases or condominiums in an Existing Eligible Resort, as an Eligible Resort qualifying for Advances under and subject to the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, in the event that a Lender does not consent to the approval of such additional time-share resort, then such Lender shall not be obligated to fund any Advances hereunder with respect to Pledged Notes Receivable originating from such resort. Subject in each instance to Agent's acceptable Lender’s underwriting and due diligence review, consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan and Agent's Lender’s prior written approval, any project as may be approved by Agent and Lenders Lender after the Effective Closing Date, if any, is hereinafter referred to as an "“Additional Eligible Resort"”. Any Advances hereunder with respect to any Additional Eligible Resort will be subject to all terms and conditions of this Agreement and the other Loan Documents. Notwithstanding anything in this Section 3.7 to the contrary, Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any project as an Additional Eligible Resort.

Additional Eligible Resorts. From time to time during the Term, Borrower may propose to Agent that one or more additional time-share plans and projects owned and operated by Borrower be included among the Eligible Resorts in respect of which Advances may be made. Any such proposal will be in writing, and will be accompanied or supported by the due diligence and supporting Borrower, Affiliate, project, financial and related information identified in Section 4.5 4.4 hereto, and such other information as Agent may require. Borrower will reasonably cooperate with Agent's underwriting and due diligence, and Borrower will be responsible for payment upon billing for Agent's and each Lender's out-of-pocket expenses in connection therewith. Subject to: (i) to Agent's satisfactory underwriting and due diligence review, including satisfaction of the conditions in Sections Section 4 and 5 hereof as they relate to such additional time-share resorts, and (ii) consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan, Agent may, but shall not be required to, approve one or more such additional time-share resorts, including future phases or condominiums in an Existing Eligible Resort, as an Eligible Resort qualifying for Advances under and subject to the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, in the event that a Lender does not consent to the approval of such additional time-share resort, then such Lender shall not be obligated to fund any Advances hereunder with respect to Pledged Notes Receivable originating from such resort. Subject in each instance to Agent's acceptable underwriting and due diligence review, consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan and Agent's prior written approval, any project as may be approved by Agent and Lenders after the Effective Closing Date, if any, is hereinafter referred to as an "“Additional Eligible Resort"”. Any Advances hereunder with respect to any Additional Eligible Resort will be subject to all terms and conditions of this Agreement and the other Loan Documents. Notwithstanding anything in this Section 3.7 to the contrary, Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any project as an Additional Eligible Resort.

Additional Eligible Resorts. From time to time during the Term, Borrower may propose to Agent TFC that one or more additional time-share plans and projects owned and operated by Borrower be included among the Eligible Resorts in respect of which Advances may be made. Any such proposal will be in writing, and will be accompanied or supported by the due diligence and supporting Borrower, Affiliateany Affiliate of Borrower, project, financial and related information identified in Section 4.5 hereto, and such other information as Agent TFC may reasonably require. Borrower will reasonably cooperate with AgentTFC's underwriting and due diligence, and Borrower will be responsible for payment upon billing for AgentTFC's out-of-pocket expenses in connection therewith. Subject to: (i) Agentto TFC's satisfactory underwriting and due diligence review, including satisfaction of the conditions in Sections 4 and 5 hereof as they relate to such additional time-share resorts, and (ii) consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan, Agent TFC may, but shall not be required to, approve one or more such additional time-share resorts, including future phases or condominiums in an Existing existing Eligible Resort, as an Eligible Resort qualifying for Revolving Loan Advances under and subject to the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, in the event that a Lender does not consent to the approval of such additional time-share resort, then such Lender shall not be obligated to fund any Advances hereunder with respect to Pledged Notes Receivable originating from such resort. Subject in each instance to AgentTFC's acceptable underwriting and due diligence review, consent of such Lenders (including review and TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan and Agent's prior written approval, any project as may be approved by Agent and Lenders TFC after the Effective Closing Date, if any, is hereinafter referred to as an "Additional Eligible Resort". Any Revolving Loan Advances hereunder with respect to any Additional Eligible Resort will be subject to all terms and conditions of this Agreement and the other Loan Documents. Notwithstanding anything in this Section 3.7 to the contrary, Agent TFC may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any project as an Additional Eligible Resort. As a condition to approval of each Resort as an Eligible Resort, Borrower shall execute and deliver for recording a Negative Pledge, prohibiting assignment of the management agreements and reservation system for each such Resort.

Additional Eligible Resorts. From time to time during the Term, Borrower may propose to Agent that one or more additional time-share plans and projects owned and operated by Borrower be included among the Eligible Resorts in respect of which Advances may be made. Any such proposal will be in writing, and will be accompanied or supported by the due diligence and supporting Borrower, Affiliate, project, financial and related information identified in Section 4.5 4.4 hereto, and such other information as Agent may require. Borrower will reasonably cooperate with Agent's ’s underwriting and due diligence, and Borrower will be responsible for payment upon billing for Agent's ’s out-of-pocket expenses in connection therewith. Subject to: (i) to Agent's satisfactory ’s underwriting and due diligence review, including satisfaction of the conditions in Sections Section 4 and Section 5 hereof as they relate to such additional time-share resorts, and (ii) consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan, Agent may, but shall not be required to, approve one or more such additional time-share resorts, including future phases or condominiums in an Existing Eligible Resort, as an Eligible Resort qualifying for Advances under and subject to the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, in the event that a Lender does not consent to the approval of such additional time-share resort, then such Lender shall not be obligated to fund any Advances hereunder with respect to Pledged Notes Receivable originating from such resort. Subject in each instance to Agent's acceptable ’s underwriting and due diligence review, consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan and Agent's ’s prior written approval, any project as may be approved by Agent and Lenders after the Effective Closing Date, if any, is hereinafter referred to as an "“Additional Eligible Resort"”. Any Advances hereunder with respect to any Additional Eligible Resort will be subject to all terms and conditions of this Agreement and the other Loan Documents. Notwithstanding anything in this Section 3.7 to the contrary, Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any project as an Additional Eligible Resort.

Additional Eligible Resorts. From time to time during the Term, Borrower may propose to Agent that one or more additional time-share plans and projects owned and operated by Borrower be included among the Eligible Resorts in respect of which Advances may be made. Any such proposal will be in writing, and will be accompanied or supported by the due diligence and supporting Borrower, Affiliate, project, financial and related information identified in Section 4.5 hereto, and such other information as Agent may require. Borrower will reasonably cooperate with Agent's underwriting and due diligence, and Borrower will be responsible for payment upon billing for Agent's out-of-pocket expenses in connection therewith. Subject to: (i) Agent's satisfactory underwriting and due diligence review, including satisfaction of the conditions in Sections 4 and 5 hereof as they relate to such additional time-share resorts, and (ii) consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan, Agent may, but shall not be required to, approve one or more such additional time-share resorts, including future phases or condominiums in an Existing Eligible Resort, as an Eligible Resort qualifying for Advances under and subject to the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, in the event that a Lender does not consent to the approval of such additional time-share resort, then such Lender shall not be obligated to fund any Advances hereunder with respect to Pledged Notes Receivable originating from such resort. Subject in each instance to Agent's acceptable underwriting and due diligence review, consent of such Lenders (including TFC) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan and Agent's prior written approval, any project as may be approved by Agent and Lenders after the Effective Date, if any, is hereinafter referred to as an "Additional Eligible ResortADDITIONAL ELIGIBLE RESORT". Any Advances hereunder with respect to any Additional Eligible Resort will be subject to all terms and conditions of this Agreement and the other Loan Documents. Notwithstanding anything in this Section 3.7 to the contrary, Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any project as an Additional Eligible Resort.