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 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 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 ’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 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 Sub-Loan which are to be used to fund Sub-Loan 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 or Guarantor in connection with respect to the Work for such Resort ImprovementsApplicable Phase 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 (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 Applicable Approved Construction Budget costs set forth in the Budget prior to any further Advance advance by Lender in respect of 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 Budget, Applicable Approved Construction Budget with satisfactory evidence of such expenditure being provided to Lender prior to any Advance by Lender in respect of further Advances under the Sub-Loan. Lender shall be assured at all times, to its complete satisfaction, that the undisbursed proceeds of 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 Work for the Applicable Phase or Applicable Resort Improvements in accordance with the Plans Applicable Approved Construction Budget, the applicable Specifications and all Applicable Lawsthe Sub-Loan 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 (a) Subject to paragraph (b) below, ----------------- make equity investments in the right Premises, in addition to requirethat required by paragraph (30) of Section 4.01, at any ----------------- time and from time to time, at in amounts such that Borrower's expense, a construction cost analysis by an expert aggregate equity investment in the construction cost field selected Premises will be equal to at least 100% of Borrower's Share of Total Project Costs by Lender. Any the date which is one hundred eighty (180) days from the date hereof (the "Final Equity Determination Date"), it being understood that in 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 event the amount necessary to assure final completion of construction of any unused Loan Commitments of the Resort Improvements Banks, if any, shall automatically terminate. (b) In the event Borrower's equity investments in accordance the Premises on the Final Equity Determination Date aggregate less than 100% of Borrower's Share of Total Project Costs, as reasonably determined by Administrative Agent, the following procedure shall apply. Borrower shall, within five (5) days of Administrative Agent's demand therefor, deposit into a "blocked" cash collateral account to be established with Administrative Agent (the Plans "Project Costs Cash Collateral Account") (and all Applicable Laws, including but not limited to interest and other soft or non-construction budget items during held by Administrative Agent for the term benefit of the Loan, exceeds Banks as hereinafter provided) an amount equal to the excess of (x) 100% of Borrower's Share of Total Project Costs over (y) the amount of equity actually invested by Borrower in the Premises as of the Final Equity Determination Date, as reasonably determined by Administrative Agent and specified by it in its demand to Borrower referred to above. Following Borrower's deposit into the Project Costs Cash Collateral Account as aforesaid, the Banks shall advance to Administrative Agent for deposit into the Project Costs Cash Collateral Account all remaining undisbursed proceeds of the Loans, if any, irrespective of whether or not Borrower has submitted a request for such advance to Administrative Agent as provided herein, such advance not to exceed, however, 80% of the then remaining Total Project Costs. Upon such advance, the unused Loan plus Commitments of the total amount Banks, if any, in excess of 80% of the then remaining Total Project Costs shall automatically terminate. (c) Amounts deposited into the Project Costs Cash Collateral Account as aforesaid shall be invested by Administrative Agent in certificates of deposit or other money market instruments (each such certificate of deposit or money market instrument, a "MM Instrument") issued (and to be held) by Administrative Agent, the amounts and terms of which shall be acceptable to Administrative Agent. Borrower hereby assigns the Project Costs Cash Collateral Account and all sums therein, and all MM Instruments, including earnings thereon, to Administrative Agent, for the benefit of the Banks, as security for the payment and performance of Borrower's obligations under the Loan Documents and acknowledges that Borrower shall have no right to such sums or such MM Instruments except to the extent specifically provided for herein. Borrower further acknowledges that Administrative Agent shall retain possession of all Up-Front Equity documents evidencing the Project Costs Cash Collateral Account and any MM Instrument to perfect its security interests therein. Provided there exists no Default or other equity funds contributed by Event of Default, Borrower with respect shall be entitled to such Resort Improvementsadvances of sums in the Project Costs Cash Collateral Account, then or invested in MM Instruments, for the party making such determination shall so notify the other parties hereto in writing, whereupon Lender shall have the option payment of requiring Borrower (i) Total Project Costs upon its submission of a request therefor 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 cashAdministrative Agent, which amount request shall certify (and demonstrate) that Borrower has incurred such Total Project Costs and shall be disbursed and applied toward the costs set forth in the Budget prior to any further Advance accompanied 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 incurrence as Administrative Agent may reasonably request. Notwithstanding the foregoing, upon the occurrence of an Event of Default, Administrative Agent may, upon the direction of the Loan. Lender shall be assured at all timesRequired Banks, to its complete satisfaction, that the undisbursed proceeds of the Loan are sufficient to complete the Resort Improvements in accordance with the Plans apply any and all Applicable Laws. Lender reserves sums in the right of continual verification of adequate contributions by Borrower of the Up-Front EquityProject Costs Cash Collateral Account and all sums invested in MM Instruments, including earnings thereon, to the extent required hereby. Each such deposit shall LOAN AND SECURITY AGREEMENT-Page 31 --------------------------- be expended before any or any other Advances immediate reduction of the Principal Amount and/or accrued and unpaid interest and/or other sums payable hereunder or under the Notes or other Loan Documents, in respect thereof such order and amounts as the Required Banks shall be made, elect. Administrative Agent is hereby appointed Borrower's attorney-in-fact for the purpose of withdrawing any and all sums from the Project Costs Cash Collateral Account and all sums invested in MM Instruments. Borrower agrees to execute such deposit shall be advanced further documents (including security agreements and UCC-1 financing statements) and do such further acts as construction progressesAdministrative Agent may reasonably request to confirm or perfect the assignment and security interests provided for in this Section.