Common use of Repayment of Excess Advances Clause in Contracts

Repayment of Excess Advances. (a) If, at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Maximum Loan Amount, Borrower shall immediately, without the necessity of any notice or demand, and whether or not a Default or an Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between such sum and Availability (all accrued and unpaid interest with respect to such difference shall be simultaneously prepaid). (b) If, at any time for any reason (including, without limitation, as a result of one or more Pledged Loans no longer constituting Eligible Loans (as a result of no longer complying with the eligibility criteria set forth in the definition thereof) and/or as a result of a decrease in Fair Value and/or Enterprise Value (as calculated by Borrower’s internal valuation methodology and/or any updated third party valuation report received by Agent pursuant to Section 6.1(i) hereof) as it applies to one or more Pledged Loans or Underlying Borrowers, as applicable), the outstanding unpaid principal balance of the Loan exceeds the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base, Borrower shall immediately, without the necessity of any notice or demand, and whether or not a Default or an Event of Default has occurred or is continuing, either immediately (i) prepay the principal balance of the Loan in an amount equal to the difference between such sum and the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base (all accrued and unpaid interest with respect to such difference shall be simultaneously prepaid) or (b) so long as Revolving Period is then in effect, increase the aggregate principal amount of Eligible Loans included in the calculation of the Borrowing Base so that the outstanding unpaid principal balance of the Loan is less than or equal to the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base. The pledge and delivery to Agent of additional Eligible Loans shall comply with the document delivery requirements set forth in Section 4.2, and shall be accompanied by a written certification of Borrower to the effect that such additional Pledged Loans are Eligible Loans and that, after giving effect to the pledge to Agent of such Eligible Loans no Default or Event of Default will exist.

Repayment of Excess Advances. (a) If, at any time and for any reason, the outstanding unpaid principal balance of the Loan (including (for the avoidance of doubt) any Restricted Advance) exceeds the Maximum Loan Amount, Borrower shall immediately, without the necessity of any notice or demand, and whether or not a Default or an Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between such sum and Availability (all accrued and unpaid interest with respect to such difference shall be simultaneously prepaid). (b) If, at any time on or after the Ninth Amendment Effective Date, for any reason (including, without limitation, as a result of one or more Pledged Loans no longer constituting Eligible Loans (as a result of no longer complying with the eligibility criteria set forth in the definition thereof) and/or as a result of a decrease in Fair Value and/or Enterprise Value (as calculated by Borrower’s internal valuation methodology and/or any updated third party valuation report received by Agent pursuant to Section 6.1(i6.1(ij) hereof) as it applies to one or more Pledged Loans or Underlying Borrowers, as applicable), the outstanding unpaid principal balance of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted Advance) exceeds the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing BaseBase calculated with respect to the Static Financed Asset Pool, Borrower shall immediately, without the necessity of any notice or demand, and whether or not a Default or an Event of Default has occurred or is continuing, either immediately (i) prepay the principal balance of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted Advance) in an amount equal to the difference between such sum and the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base (all accrued and unpaid interest with respect to such difference shall be simultaneously prepaid) or (b) so long as Revolving Period is then in effect, increase the aggregate principal amount of Eligible Loans included in the calculation ofpledge an additional Eligible Loan as a Substituted Static Loan to replace any such Pledged Loans no longer constituting Eligible Loans (as a result of no longer complying with the eligibility criteria set forth in the definition thereof) so that, after calculating the Borrowing Base so that thatto give effect to any such Substituted Static Loan, the outstanding unpaid principal balance of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted Advance) is less than or equal to the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing BaseBase calculated with respect to the Static Financed Asset Pool. The pledge and delivery to Agent of additional Eligible EligibleSubstituted Static Loans shall comply with the document delivery requirements set forth in Section 4.2, and shall be accompanied by a written certification of Borrower to the effect that such additional Pledged Loans are Eligible Loans LoansSubstituted Static Loan and that, after giving effect to the pledge to Agent of such Eligible Loans no Default or Event of Default will exist.

Repayment of Excess Advances. (a) If, at any time and for any reason, the outstanding unpaid principal balance of the Loan (including (for the avoidance of doubt) any Restricted Advance) exceeds the Maximum Loan Amount, Borrower shall immediately, without the necessity of any notice or demand, and whether or not a Default or an Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between such sum and Availability (all accrued and unpaid interest with respect to such difference shall be simultaneously prepaid). (b) If, at any time for any reason (including, without limitation, as a result of one or more Pledged Loans no longer constituting Eligible Loans (as a result of no longer complying with the eligibility criteria set forth in the definition thereof) and/or as a result of a decrease in Fair Value and/or Enterprise Value (as calculated by Borrower’s internal valuation methodology and/or any updated third party valuation report received by Agent pursuant to Section 6.1(i) hereof) as it applies to one or more Pledged Loans or Underlying Borrowers, as applicable), the outstanding unpaid principal balance of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted Advance) exceeds the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base, Borrower shall immediately, without the necessity of any notice or demand, and whether or not a Default or an Event of Default has occurred or is continuing, either immediately (i) prepay the principal balance of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted Advance) in an amount equal to the difference between such sum and the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base (all accrued and unpaid interest with respect to such difference shall be simultaneously prepaid) or (b) so long as Revolving Period is then in effect, increase the aggregate principal amount of Eligible Loans included in the calculation of the Borrowing Base so that the outstanding unpaid principal balance of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted Advance) is less than or equal to the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base. The pledge and delivery to Agent of additional Eligible Loans shall comply with the document delivery requirements set forth in Section 4.2, and shall be accompanied by a written certification of Borrower to the effect that such additional Pledged Loans are Eligible Loans and that, after giving effect to the pledge to Agent of such Eligible Loans no Default or Event of Default will exist.

Repayment of Excess Advances. (a) If, If at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Maximum Loan AmountFacility Cap, Borrower shall immediately, without the necessity of any notice or demand, and whether or not a Potential Default or an Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between such sum the then aggregate outstanding principal balance of the Loan and Availability (all accrued and unpaid interest with respect to such difference shall be simultaneously prepaid)the Facility Cap. (b) If, If at any time for any reason during the Revolving Credit Period the outstanding unpaid principal balance of the Loan exceeds Availability (includinga “Revolving Credit Period Over-Advance”), Borrower shall within two (2) Business Days, without limitationthe necessity of any notice or demand, as whether or not a result Potential Default or Event of one Default has occurred or more Pledged Loans no longer constituting is continuing, either (x) prepay the principal balance of the Loan in an amount necessary to cure such Revolving Credit Period Over-Advance or (y) increase the aggregate principal amount of Eligible Loans Receivables pledged to Agent in accordance with this Agreement so that the Revolving Credit Period Over-Advance is cured. (as a result c) Upon the termination of no longer complying the Revolving Credit Period, Agent shall apply all Collections and any other proceeds of Collateral in accordance with the eligibility criteria set forth in the definition thereofSection 2.4(a) and/or as a result of a decrease in Fair Value and/or Enterprise Value or (as calculated by Borrower’s internal valuation methodology and/or any updated third party valuation report received by Agent pursuant to Section 6.1(i) hereof) as it applies to one or more Pledged Loans or Underlying Borrowersb), as applicable, until such time as the unpaid principal balance of the Loan equals the sum of (i) for Eligible A Receivables, seventy-five percent (75%) of the Receivable Balance for each such Pledged Receivable constituting an Eligible A Receivable and (ii) for Eligible B Receivables, thirty-five percent (35%) of the Receivable Balance for each such Pledged Receivable constituting an Eligible B Receivable (the “Amortization Period LTV Requirement”), . If at any time thereafter the outstanding unpaid principal balance of the Loan exceeds the value, in Dollars, of one hundred percent Amortization Period LTV Requirement (100%) of the aggregate Borrowing Basean “Amortization Period Over-Advance”), Borrower shall immediately, without the necessity of any notice or demand, and whether or not a Potential Default or an Event of Default has occurred or and is continuing, in Borrower’s sole discretion, either immediately (ix) prepay the principal balance of the Loan in an amount equal necessary to the difference between cure such sum and the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base (all accrued and unpaid interest with respect to such difference shall be simultaneously prepaid) Amortization Period Over-Advance or (by) so long as Revolving Period is then in effect, increase the aggregate principal amount of Eligible Loans included Receivables pledged to Agent in accordance with this Agreement in an amount sufficient to cure the calculation Amortization Period Over-Advance. (d) If Borrower, at any time, is not in compliance with Section 6.25(c) hereof (such occurrence an “Eligible B Receivables Over-Advance”), Borrower shall within two (2) Business Days, without the necessity of any notice or demand, whether or not a Potential Default or Event of Default has occurred and is continuing, prepay the Borrowing Base so that the outstanding unpaid principal balance of the Loan in an amount necessary to cure such Eligible B Receivables Over-Advance. (e) In the event that a Resort is less than or deleted from Schedule 1.2 attached to this Agreement for any reason, as approved by Agent in its Permitted Discretion, then concurrent with the effective date of the occurrence of any such deletion, Borrower shall have the option, in its sole discretion, to (i) pay to Agent, for the benefit of Lenders, without any prepayment premium, an amount equal to the valueaggregate Borrowing Base of any Pledged Receivables relating to any such deleted Resort, (ii) replace any Pledged Receivables relating to any such deleted Resort by assigning and including in the Financed Pool of Eligible Receivables additional Eligible Receivables in the amount necessary to ensure Borrower’s continued compliance with this Agreement, or (iii) effect a combination of the payment and replacement rights as set forth, respectively, in Dollars, of one hundred percent the foregoing clause (100%i) of the aggregate Borrowing Base. The and clause (ii). (f) Any such pledge and delivery to Agent of additional Eligible Loans Receivables contemplated in this Section 2.5 shall comply with the document delivery requirements set forth in Section 4.2Sections 4.1 and 4.2 of this Agreement, as applicable, and shall be accompanied by a written certification of Borrower to the effect Borrowing Certificate that such additional Pledged Loans are Eligible Loans and that, demonstrates that after giving effect to the pledge to Agent of such additional Eligible Loans Receivables, the outstanding unpaid principal balance of the Loan is equal to or less than Availability and a Revolving Credit Over-Advance, an Amortization Period Over-Advance or an Eligible B Receivables Over-Advance, as the case may be, does not exist. If Borrower is required to or elects to prepay the excess principal balance of the Loan, as applicable, pursuant to this Section 2.5, no Default or Event of Default will existprepayment premium shall be due in connection with such prepayment.