Common use of Additional Equity Clause in Contracts

Additional Equity. Lender reserves the right to require, at any ----------------- time and from time to time, at Borrower's expense, a construction cost analysis by an expert in the construction cost field selected by Lender. Any such construction cost analysis shall be delivered to Lender promptly upon its completion. If Lender reasonably estimates, at any time and from time to time, that the amount necessary to assure final completion of construction of any of the Resort Improvements in accordance with the Plans and all Applicable Laws, including but not limited to interest and other soft or non-construction budget items during the term of the Loan, exceeds the amount of the undisbursed proceeds of the Loan plus the total amount of all Up-Front Equity or other equity funds contributed by Borrower with respect to such Resort Improvements, then the party making such determination shall so notify the other parties hereto in writing, whereupon Lender shall have the option of requiring Borrower (i) to immediately deposit with Lender, to be held by Lender in a non-interest bearing, non-escrow account, the amount of any such difference, in cash, which amount shall be disbursed and applied toward the costs set forth in the Budget prior to any further Advance by Lender in respect of the Loan; or (ii) to expend the amount of any such difference for items included in the Budget, with satisfactory evidence of such expenditure being provided to Lender prior to any Advance by Lender in respect of the Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of the Loan are sufficient to complete the Resort Improvements in accordance with the Plans and all Applicable Laws. Lender reserves the right of continual verification of adequate contributions by Borrower of the Up-Front Equity, to the extent required hereby. Each such deposit shall LOAN AND SECURITY AGREEMENT-Page 31 --------------------------- be expended before any or any other Advances of the Loan in respect thereof shall be made, and such deposit shall be advanced as construction progresses.

Additional Equity. Lender reserves the right to require, at any ----------------- time and from time to time, at Borrower's expense, a construction cost analysis by the Inspector or by an expert in the construction cost field selected designated by Lender. Any such construction cost analysis shall be delivered to Lender promptly upon its completion. If Lender reasonably estimates, at any time and from time to time, that the amount necessary to assure final completion of construction of any Completion of the Resort Improvements in accordance with the Plans and all Applicable LawsWork for Phase 2, including but not limited to to, interest and other soft or non-construction budget items during (the term of the Loan, exceeds "Phase 2 Total Budget") shall exceed the amount of the undisbursed proceeds of (a) remaining Advances under the Loan which are to be used to fund Approved Costs for the Work, plus (b) the total amount of all Up-Front Equity equity investments made or other equity funds contributed scheduled to be made by Borrower with respect to such Resort Improvementsor Guarantor, then Borrower, at the party making such determination request of Lender, shall so notify the other parties hereto in writing, whereupon Lender shall have the option of requiring Borrower (i) to immediately deposit with Lender, to be held by Lender in a non-interest bearing, non-escrow account, the amount of any such difference, in cash, which amount shall be disbursed and applied toward the Phase 2 Total Budget costs set forth in the Budget prior to any further Advance advance by Lender in respect of under the Loan; or , (ii) provide other financial assurances acceptable to expend Lender that additional construction funds will be available to Borrower and Guarantor to fund Completion of the Work, or (iii) pay from other sources the amount of any such difference for items included in the Budget, Phase 2 Total Budget with satisfactory evidence of such expenditure being provided to Lender prior to any Advance by Lender in respect of further Advances under the Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of estimated Advances to be made under the Loan which are to be used to fund Approved Costs for the Work are sufficient to complete the Resort Improvements Work for Phase 2 in accordance with the Plans Phase 2 Total Budget, the applicable Specifications and all Applicable Lawsthis Agreement. Obligors hereby agree that payment for any cost overruns related to the Work shall be the sole responsibility of Obligors. Lender reserves the right of continual verification of adequate contributions equity investments made by Borrower of the Up-Front Equity, to the extent as required hereby. Each such deposit shall LOAN AND SECURITY AGREEMENT-Page 31 --------------------------- be expended before any or any other Advances of the Loan in respect thereof shall be made, and such deposit shall be advanced as construction progressesthis Section.

Additional Equity. Lender reserves the right to require, at any ----------------- time and from time to time, at Borrower's or an Applicable Underlying Borrower's expense, a construction cost analysis by an expert in the construction cost field selected designated by LenderBorrower and approved by Lender (unless an Event of Default exists hereunder, in which case Lender shall designate such expert and cause such construction cost analysis to be performed at Borrower's expense). Any such construction cost analysis shall be delivered to Lender and Verification Agent promptly upon its completion. If Lender or Borrower reasonably estimates, at any time and from time to time, that the amount necessary to assure final completion of construction of any of the Resort Financed Improvements in accordance with the Plans and all Applicable Laws, including but not limited to interest and other soft or non-construction budget items during the term of the Loan, exceeds the amount of the undisbursed proceeds of the Applicable Underlying Loan in question plus the total amount of all Up-Front Equity equity investments made or other equity funds contributed scheduled to be made by the Applicable Underlying Borrower with respect to such Resort Financed Improvements, then the party making such determination shall so notify the other parties hereto in writing, whereupon Lender shall have the option of requiring Borrower to direct the Applicable Underlying Borrower (i) to immediately deposit with LenderVerification Agent, to be held by Lender Verification Agent in a non-interest bearing, non-escrow account, the amount of any such difference, in cash, which amount shall be disbursed and applied toward the costs set forth in the Applicable Approved Construction Budget prior to any further Advance by Lender in respect of the such Applicable Underlying Loan; or (ii) to expend the amount of any such difference for items included in the Applicable Approved Construction Budget, with satisfactory evidence of such expenditure being provided to Lender prior to any Advance by Lender in respect of the such Applicable Underlying Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of the each Applicable Underlying Loan are sufficient to complete the Resort Financed Improvements in accordance with the Plans Plans, the Applicable Underlying Loan Documents, and all Applicable Laws. Lender reserves the right of continual verification of adequate contributions equity investments made by Borrower of the Up-Front Equityeach Applicable Underlying Borrower, to the extent required hereby. Each such deposit shall LOAN AND SECURITY AGREEMENT-Page 31 --------------------------- be expended before any or any other Applicable Underlying Loan disbursements or Advances of the Loan in respect thereof shall be made, and such deposit it shall be advanced as construction progresses.

Additional Equity. Lender reserves the right to require, at any ----------------- time and from time to time, at Borrower's or an Applicable Underlying Borrower's expense, a construction cost analysis by an expert in the construction cost field selected designated by LenderBorrower and approved by Lender (unless an Event of Default exists hereunder, in which case Lender shall designate such expert and cause such construction cost analysis to be performed, at Borrower's expense). Any such construction cost analysis shall be delivered to Lender and Verification Agent promptly upon its completion. If Lender or Borrower reasonably estimates, at any time and from time to time, that the amount necessary to assure final completion of construction of any of the Resort Financed Improvements in accordance with the Plans and all Applicable Laws, including but not limited to interest and other soft or non-construction budget items during the term of the Loan, exceeds the amount of the undisbursed proceeds of the Applicable Underlying Loan in question plus the total amount of all Up-Front Equity equity investments made or other equity funds contributed scheduled to be made by the Applicable Underlying Borrower with respect to such Resort Financed Improvements, then the party making such determination shall so notify the other parties hereto in writing, whereupon Lender shall have the option of requiring Borrower to direct the Applicable Underlying Borrower (i) to immediately deposit with LenderVerification Agent, to be held by Lender Verification Agent in a non-interest bearing, non-escrow account, the amount of any such difference, in cash, which amount shall be disbursed and applied toward the costs set forth in the Applicable Approved Construction Budget prior to any further Advance by Lender in respect of the such Applicable Underlying Loan; or (ii) to expend the amount of any such difference for items included in the Applicable Approved Construction Budget, with satisfactory evidence of such expenditure being provided to Lender prior to any Advance by Lender in respect of the such Applicable Underlying Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of the each Applicable Underlying Loan are sufficient to complete the Resort Financed Improvements in accordance with the Plans and all Applicable Laws, the Applicable Underlying Loan Documents, and all Applicable Laws. Lender reserves the right of continual verification of adequate contributions equity investments made by Borrower of the Up-Front Equityeach Applicable Underlying Borrower, to the extent required hereby. Each such deposit shall LOAN AND SECURITY AGREEMENT-Page 31 --------------------------- be expended before any or any other Applicable Underlying Loan disbursements or Loan Advances of the Loan in respect thereof shall be made, and such deposit it shall be advanced as construction progresses.

Additional Equity. Lender reserves the right In addition to requireany Shareholder Contributions consisting of Minimum Equity, at any ----------------- time and from time to time, at Borrower's expense, a construction cost analysis by an expert in the construction cost field selected by Lender. Any such construction cost analysis shall be delivered to Lender promptly upon its completion. If Lender reasonably estimates, at any time and from time to time, that the amount necessary to assure final completion of construction of any of the Resort Improvements in accordance with the Plans and all Applicable Laws, including but not limited to interest and other soft or non-construction budget items during the term of the Loan, exceeds the amount of the undisbursed proceeds of the Loan plus the total amount of all Up-Front Equity or other equity funds contributed by Borrower with respect to such Resort Improvements, then the party making such determination shall so notify the other parties hereto in writing, whereupon Lender shall have the option of requiring Borrower each Shareholder (i) represents and warrants that prior to immediately deposit with Lenderthe date of this Agreement, such Shareholder has made Shareholder Contributions in an amount equal to be held by Lender zero, and (ii) acknowledges and agrees that from the date of this Agreement until the Base Equity Cancellation Date, as a condition to each Advance, such Shareholder shall make Shareholder Contributions in a non-interest bearing, non-escrow account, an amount equal to the multiple of (x) the lesser of (A) the amount of any such difference, in cash, which amount shall be disbursed and applied toward the costs set forth in the Budget prior Additional Equity Maximum Drawdown Schedule attached hereto as Schedule II (Additional Equity Maximum Drawdown Schedule) at the relevant time and (B) the greater of (1) the amount sufficient such that there is no funding shortfall for any Project Costs (excluding for the avoidance of doubt Financing Costs arising out of any acceleration of amounts outstanding under the Senior Credit Facilities and the Notes and any termination payments under the Required Hedging Agreements or Permitted Hedging Agreements) then due and payable, after giving pro forma effect to such Advance, and (2) the amount sufficient such that the Gearing Ratio will not exceed the Maximum Gearing Ratio, after giving pro forma effect to such Advance, and (y) such Shareholder’s Shareholder Percentage (such Shareholder Contributions, collectively, the “Additional Equity”). The Additional Equity contributed pursuant to this Section 2.1(b) (Additional Equity) in Pesos and Dollars shall not, in the aggregate, exceed the Peso and Dollar amounts set forth in the definition of Additional Equity Commitment, respectively. The proceeds of Additional Equity contributed in Pesos and in Dollars pursuant to this Section 2.1(b) (Additional Equity) shall be credited to the CLP Proceeds Account and USD Proceeds Account, respectively. Notwithstanding anything to the contrary set forth herein, any further Advance by Lender in respect remaining and unpaid Additional Equity Commitment shall be cancelled and the Shareholders shall not be required to make any payments of Additional Equity as of the Loan; or (ii) to expend first day after the amount of any such difference for items included in the Budget, with satisfactory evidence of such expenditure being provided to Lender prior to any Advance by Lender in respect of the Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of the Loan are sufficient to complete the Resort Improvements in accordance with the Plans and all Applicable Laws. Lender reserves the right of continual verification of adequate contributions by Borrower of the Up-Front Equity, to the extent required hereby. Each such deposit shall LOAN AND SECURITY AGREEMENT-Page 31 --------------------------- be expended before any or any other Advances of the Loan in respect thereof shall be made, and such deposit shall be advanced as construction progressesBase Equity Cancellation Date.