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 or an Applicable Underlying Borrower's expense, a construction cost analysis by an expert in the construction cost field designated by Borrower 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 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 equity investments made or scheduled to be made by the Applicable Underlying Borrower with respect to such 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 Verification Agent, to be held by 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 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 such Applicable Underlying Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of each Applicable Underlying Loan are sufficient to complete the 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 equity investments made by each Applicable Underlying Borrower, to the extent required hereby. Each such deposit shall be expended before any or any other Applicable Underlying Loan disbursements or Loan Advances in respect thereof shall be made, and 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 ’s expense, a construction cost analysis by the Inspector or by an expert in the construction cost field designated by Borrower 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 completionLender. 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 Completion of the Financed Improvements in accordance with Work for the Plans and all Applicable LawsPhase or Applicable Resort, including but not limited to to, interest and other soft or non-construction budget items during (the term of the Loan, exceeds “Applicable Approved Construction Budget”) shall exceed the amount of the undisbursed proceeds of (a) remaining Advances under the Applicable Underlying Sub-Loan in question which are to be used to fund Sub-Loan Approved Costs for the Work, plus (b) the total amount of all equity investments made or scheduled to be made by Borrower or Guarantor in connection with the Work for such Applicable Underlying Borrower with respect to such Financed ImprovementsPhase or Applicable Resort, 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 to direct the Applicable Underlying Borrower (i) to immediately deposit with Verification AgentLender, to be held by Verification Agent 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 Applicable Approved Construction Budget costs prior to any further Advance advance by Lender in respect of such Applicable Underlying under the Sub-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 Applicable Approved Construction Budget, Budget with satisfactory evidence of such expenditure being provided to Lender prior to any Advance by Lender in respect of such Applicable Underlying further Advances under the Sub-Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of each Applicable Underlying estimated Advances to be made under the Sub-Loan which are to be used to fund Sub-Loan Approved Costs for the Work are sufficient to complete the Financed Improvements Work for the Applicable Phase or Applicable Resort in accordance with the Plans and all Applicable LawsApproved Construction Budget, the Applicable Underlying applicable Specifications and the Sub-Loan Documents, and all Applicable LawsAgreement. 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 equity investments made by each Applicable Underlying Borrower, to the extent Borrower as required hereby. Each such deposit shall be expended before any or any other Applicable Underlying Loan disbursements or Loan Advances in respect thereof shall be made, and it 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 the Inspector or by an expert in the construction cost field designated by Borrower 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 completionLender. 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 Completion of the Financed 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 Applicable Underlying Loan in question which are to be used to fund Approved Costs for the Work, plus (b) the total amount of all equity investments made or scheduled to be made by the Applicable Underlying Borrower with respect to such Financed 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 to direct the Applicable Underlying Borrower (i) to immediately deposit with Verification AgentLender, to be held by Verification Agent 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 Applicable Approved Construction Budget prior to any further Advance advance by Lender in respect of such Applicable Underlying 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 Applicable Approved Construction Budget, Phase 2 Total Budget with satisfactory evidence of such expenditure being provided to Lender prior to any Advance by Lender in respect of such Applicable Underlying further Advances under the Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of each Applicable Underlying 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 Financed Improvements Work for Phase 2 in accordance with the Plans and all Applicable LawsPhase 2 Total Budget, the Applicable Underlying Loan Documents, 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 equity investments made by each Applicable Underlying Borrower, to the extent Borrower as required hereby. Each such deposit shall be expended before any or any other Applicable Underlying Loan disbursements or Loan Advances in respect thereof shall be made, and it shall be advanced as construction progressesthis Section.

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 or an Applicable Underlying Borrower's expense, a construction cost analysis by an expert in the construction cost field designated by Borrower 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 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 equity investments made or scheduled to be made by the Applicable Underlying Borrower with respect to such 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 each Shareholder (i) represents and warrants that prior to immediately deposit with Verification Agentthe date of this Agreement, such Shareholder has made Shareholder Contributions in an amount equal to be held by Verification Agent 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 Applicable Approved Construction Budget prior to any further Advance by Lender in respect Additional Equity Maximum Drawdown Schedule attached hereto as Schedule II (Additional Equity Maximum Drawdown Schedule) at the relevant time and (B) the greater of such Applicable Underlying Loan; or (ii1) to expend 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 difference for items included 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 Applicable Approved Construction Budgetaggregate, with satisfactory evidence exceed the Peso and Dollar amounts set forth in the definition of such expenditure being provided Additional Equity Commitment, respectively. The proceeds of Additional Equity contributed in Pesos and in Dollars pursuant to Lender prior to any Advance by Lender in respect of such Applicable Underlying Loan. Lender this Section 2.1(b) (Additional Equity) shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of each Applicable Underlying Loan are sufficient to complete the 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 equity investments made by each Applicable Underlying Borrower, credited to the extent required herebyCLP Proceeds Account and USD Proceeds Account, respectively. Each such deposit Notwithstanding anything to the contrary set forth herein, any remaining and unpaid Additional Equity Commitment shall be expended before cancelled and the Shareholders shall not be required to make any or any other Applicable Underlying Loan disbursements or Loan Advances in respect thereof shall be made, and it shall be advanced payments of Additional Equity as construction progressesof the first day after the Base Equity Cancellation Date.

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 designated by Borrower 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, 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 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 equity investments made or scheduled to be made by the Applicable Underlying Borrower with respect to such 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 Verification Agent, to be held by 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 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 such Applicable Underlying Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of each Applicable Underlying Loan are sufficient to complete the Financed Improvements in accordance with the Plans and all Applicable LawsPlans, the Applicable Underlying Loan Documents, and all Applicable Laws. Lender reserves the right of continual verification of adequate equity investments made by each Applicable Underlying Borrower, to the extent required hereby. Each such deposit shall be expended before any or any other Applicable Underlying Loan disbursements or Loan Advances in respect thereof shall be made, and 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 designated selected by Borrower 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)Lender. 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 Financed 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 Applicable Underlying Loan in question plus the total amount of all Up-Front Equity or other equity investments made or scheduled to be made funds contributed by the Applicable Underlying Borrower with respect to such Financed 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 to direct the Applicable Underlying Borrower (i) to immediately deposit with Verification AgentLender, to be held by Verification Agent 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 Applicable Approved Construction Budget prior to any further Advance by Lender in respect of such Applicable Underlying the 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 such Applicable Underlying the Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of each Applicable Underlying the Loan are sufficient to complete the Financed Resort 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 equity investments made contributions by each Applicable Underlying BorrowerBorrower 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 Applicable Underlying Advances of the Loan disbursements or Loan Advances in respect thereof shall be made, and it such deposit shall be advanced as construction progresses.