Common use of Subordinated Obligations Clause in Contracts

Subordinated Obligations. All Subordinated Obligations at any time incurred by any Obligor shall be deemed to have been incurred, and all Subordinated Obligations held by the Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Subordination Agreement, and, to the extent not otherwise required herein, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, by the Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agent, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions of any Subordinated Loan Document (i) to cause the Effective Yield (as defined in the Original NIA) thereon to be in excess of 15% per annum, (ii) to shorten the scheduled maturity date thereof, modify (or have the effect of a modification of) the prepayment or event of default provisions thereof, (iii) to make the terms thereof of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect to the rights of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistent

Subordinated Obligations. All Subordinated Obligations at any time incurred by any Obligor shall be deemed to have been incurred, and all Subordinated Obligations held by the Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Subordination Agreement, and, to the extent not otherwise required herein, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, by the Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agent, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions of any Subordinated Loan Document (i) to cause the Effective Yield (as defined in the Original NIA) thereon to be in excess of 15% per annum, (ii) to shorten the scheduled maturity date thereof, modify (or have the effect of a modification of) the prepayment or event of default provisions thereof, (iii) to make the terms thereof of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect to the rights of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistentinconsistent with this Subordination Agreement or (vi) to restrict amendments to the Senior Loan Documents except as set forth in (1) above.

Subordinated Obligations. All Subordinated Obligations at (a) The indebtedness of Development to an Affiliate Lender is not, solely by reason of the execution of this Agreement subordinated to any time incurred by Loan or other obligation hereunder; provided, however, that in the event Development shall fail to satisfy the VDL Minimum Net Worth requirement, then an amount of indebtedness of Development to any Obligor Affiliate Lender shall be deemed to have been incurred, and all Subordinated Obligations held by the Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extended, acquired or obtained, as applicableimmediately subordinated (automatically, in reliance upon this Subordination Agreementthe case of Vistana, andor in the case of any other Affiliate Lender, pursuant to documents delivered to the Bank and satisfactory to Bank in form and substance) to the Loan, the Letter of Credit and Reimbursement Obligations to the extent not otherwise required hereinnecessary (the "Required Amount") to allow Development to satisfy the VDL Minimum Net Worth requirement. The Required Amount shall continue to be subordinated to the Loan, the Senior Agent for Letters of Credit and Reimbursement Obligations until such time as Development, without giving effect to such subordination, satisfies the VDL Minimum Net Worth requirement. To the extent required by Bank, Development shall cause any Affiliate Lender related to the Required Amount to execute and deliver (as a condition to the effectiveness of such subordination) to Bank a subordination agreement and related documents satisfactory to Bank, wherein, indebtedness related to the Required Amount will be subordinated to the extent required by this Section 7.03(a) to any amounts now or hereafter due to Bank under this Agreement. If indebtedness owing to Affiliate Lenders is subordinated pursuant to this Section 7.03(a) as Required Amounts, an amount of indebtedness, up to but not exceeding the Required Amount, shall be subordinated in the following order: first, indebtedness owing to Vistana shall be subordinated to the extent of the lesser of the amount of indebtedness or the Required Amount; second, if amounts subordinated pursuant to clause first are less than the Required Amount, indebtedness owing to the other Affiliate Lenders shall be subordinated, pro rata, based on behalf their proportionate share of itself the remaining indebtedness owing to Affiliate Lenders. (b) During the continuation of an Event of Default, arising from Development's failure to satisfy the VDL Minimum Net Worth requirement, Development will not, directly or indirectly permit any payment to be made in respect of the Required Amount, which payments shall be and are hereby made subordinate to the payment of principal and interest on, the Loan and the other Secured Parties hereby waives notice of acceptanceObligations. (c) Vistana shall not sell, assign, lease, transfer, pledge, encumber, offer participation interests in or proof of reliance, by the Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agent, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions otherwise dispose of any Subordinated Loan Document (i) intercompany indebtedness owed by Development to cause the Effective Yield (as defined in the Original NIA) thereon to be in excess of 15% per annum, (ii) to shorten the scheduled maturity date thereof, modify (or have the effect of a modification of) the prepayment or event of default provisions thereof, (iii) to make the terms thereof of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect to the rights of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistentVistana.

Subordinated Obligations. All Subordinated Obligations No Credit Party shall at any time incurred by time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any Obligor shall be deemed to have been incurredpayment on account of any principal of, and all Subordinated Obligations held by interest on or premium payable in connection with the repayment or redemption of the Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extendedNote, acquired or obtained, except as applicable, expressly permitted in reliance upon this the Subordination Agreement, and, to the extent not otherwise required herein, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, Agreement by the Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated LendersNote as in effect on the Closing Date. Without Borrower shall be permitted to make distributions to Holdings in order to permit Holdings to make scheduled payments of interest on the prior written consent of Junior Subordinated Debentures provided that (a) at the Senior Agent, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions time of any Subordinated Loan Document such payment, Holdings shall have achieved the Required EBITDA, (ib) Borrower shall have Undrawn Availability on the date of, and immediately after giving effect to cause such distributions by Borrower and payments of interest by Holdings of $500,000 for any payments made during March and April, and $1,000,000 for any payments made during the Effective Yield remaining months of any given calendar year, and (as defined c) there shall not be in effect any notice from Agent to Borrower stating that Borrower is prohibited from making such payment, which notice Agent shall be entitled to give if any Default or Event of Default shall have occurred and be continuing, provided that, solely in the Original NIA) thereon to be in excess of 15% per annum, (ii) to shorten the scheduled maturity date thereof, modify (or have the effect case of a modification ofDefault or Event of Default arising from a violation of a provision of Article IX hereof, such violation shall be continuing for a period thirty (30) days or more. To the prepayment or event of default provisions thereofextent that Borrower is permitted to make a distribution to Holdings pursuant to the preceding sentence, (iii) Holdings shall be permitted to make the terms corresponding interest payment. In furtherance of the foregoing restrictions on payments in respect of the Junior Subordinated Debentures, Holdings hereby appoints Agent as its attorney, with full power to execute and deliver, in the name and stead of Holdings, notices invoking deferral of payments in respect of the Junior Subordinated Debentures as contemplated by Section 3.11 of the indenture governing the Junior Subordinated Debentures (the "Indenture"), for such periods as Agent may determine (including any extensions thereof in accordance with the Indenture), provided that Agent shall not exercise such power until the first to occur of materially more restrictive to any Obligor(a) an Event of Default involving non-payment of the Obligations, (ivb) in an acceleration of the maturity of the Obligations, and (c) the sixth (6th) Business Day prior to the date on which an Event of Default would exist under the Indenture if such deferral were not invoked. Without limiting Agent's right pursuant to the preceding sentence, Agent agrees to provide Holdings with a manner that is adverse in copy of any notice sent by Agent invoking a deferral pursuant to the Indenture. Holdings further covenants to deliver to Agent, immediately upon Holdings' receipt thereof, a copy of any notice received by Holdings pursuant to Section 13.4 of the Indenture instituting a payment block with respect to the rights of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistentJunior Subordinated Debentures.

Subordinated Obligations. All Subordinated Obligations at The Debtor shall not, directly or indirectly, (a) permit any time incurred payment to be made in respect of any indebtedness, liabilities or obligations, direct or contingent, which are subordinated by any Obligor shall be deemed the terms thereof or by separate instrument to have been incurredthe payment of principal of, and all Subordinated Obligations held by the Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Subordination Agreement, and, to the extent not otherwise required hereininterest on, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, by the Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees Notes except in writing to accordance with the terms of this Subordination Agreement on behalf such subordination, (b) permit the amendment, rescission or other modification of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agent, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or such subordination provisions of any Subordinated Loan Document of the Debtor's subordinated obligations in such a manner as to affect adversely the Lender's Lien or the prior position of the Notes, or (c) permit the unscheduled prepayment or redemption of all or any part of any subordinated obligations of the Debtor except in accordance with the terms of such subordination and except as provided in this Section 7.11 in respect of indebtedness extended to Steamboat by Preferred Equities and except for payments pursuant to tax sharing agreements. The Debtor shall cause the Guarantor to subordinate all indebtedness, liabilities or obligations, direct or contingent, owing to it from the Debtor to the payment of the Obligations. The Debtor shall cause each of its other Affiliates to subordinate all indebtedness, liabilities or obligations, direct or contingent, owing to it from the Debtor to the payment of the Obligations. The terms of such subordination shall be satisfactory to the Lender. Such subordination may permit payments by the Debtor in respect of such subordinated indebtedness, liabilities or obligations if (i) to cause the Effective Yield (as defined in the Original NIA) thereon case of all such indebtedness other than that owing to be in excess of 15% per annumPreferred Equities and except for payments pursuant to tax sharing agreements, (ii) to shorten the such payments are regularly scheduled maturity date thereof, modify (or have the effect of a modification of) the prepayment or event of default provisions thereof, (iii) to make payments and the terms thereof of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect such regularly scheduled payments are acceptable to the rights Lender and, in the case of such indebtedness owing to Preferred Equities, no such payments (whether for interest, principal or otherwise), shall be permitted or made for so long as the Senior Agent or Senior Lenders hereunder or under the Senior Inventory Loan Documents or to restrict the ability is outstanding and thereafter any payments of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistentprincipal and interest may be made

Subordinated Obligations. All Subordinated Obligations at any time incurred by any Obligor shall be deemed to have been incurred, and all Subordinated Obligations held by the any Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Subordination Agreement, and, to the extent not otherwise required herein, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, by the any Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agent, the each Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions of any Subordinated Loan Document (i) to cause the Effective Yield (as defined in the Original NIA) thereon to be in excess of 15% per annum, (ii) to shorten the scheduled maturity date thereof, modify (or have the effect of a modification of) the prepayment or event of default provisions thereof, (iii) to make the terms thereof of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect to the rights of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistentinconsistent with this Subordination Agreement or (vi) to restrict amendments to the Senior Loan Documents except as set forth in (1) above.

Subordinated Obligations. All Subordinated Obligations at any time incurred by any Obligor shall be deemed to have been incurred, and all Subordinated Obligations held by the Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Subordination Agreement, and, to the extent not otherwise required herein, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, by the Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agent, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions of any Subordinated Loan Document in a manner that is inconsistent with this Agreement or the effect of which is or would be to: (i) to cause increase the Effective Yield amount of the Subordinated Obligations or the Rami Payment Rights; provided however, that notwithstanding the foregoing, the Subordinated Agent may, at any time following a “Project Beacon Failure Event” (as defined in the Original NIA) thereon to be in excess of 15% per annumSenior Credit Agreement), (ii) to shorten without the scheduled maturity date thereof, modify (or have the effect of a modification of) the prepayment or event of default provisions thereof, (iii) to make the terms thereof of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect to the rights prior written consent of the Senior Agent or any of the Senior Lenders, provide additional debt financing to the Obligors on the same terms applicable to the Subordinated Loans under the Original Subordinated Credit Agreement (except as set forth therein) (any such financing, an “Additional Subordinated Lender Financing”) solely for the purposes of and in the amount necessary to repay in full all (but not less than all) of the then outstanding Senior Obligations (excluding Unasserted Contingent Indemnification Claims) and to replace all (but not less than all) of the then unfunded commitments (if any) (which shall be subject to the terms and conditions for funding applicable to the initial funding under the Original Subordinated Credit Agreement) so long as such Additional Subordinated Lender Financing is incurred concurrently with such repayment and replacement (if applicable); provided, further, that the Senior Agent and Senior Lenders acknowledge and agree that the incurrence and/or provision of such Additional Subordinated Lender Financing shall not be construed as an exercise of remedies prohibited hereunder or as an exercise of remedies pursuant to (or in respect of) the Subordinated Loan Documents, (ii) make earlier the dates upon which any payments in respect of the Subordination Obligations or the Rami Payment Rights are due and/or payable, (iii) change any redemption or prepayment provision in a manner adverse to an Obligor or add any new redemption or prepayment provision, (iv) make any covenant, default or event of default more restrictive or add any new covenant, default or event of default, in each case, with respect to the Subordinated Obligations or the Rami Payment Rights, unless a corresponding modification is consented to by the Required Lenders (as defined in the Senior Credit Agreement) or is not adverse to the Senior Lenders and is otherwise offered to the Senior Lenders; (v) cause any Person (other than the Obligors) to be obligated, whether primarily, secondarily or otherwise, on account of the Subordinated Obligations or the Rami Payment Rights, unless such Person also becomes so obligated on account of the Senior Obligations; or (vi) change or amend any other term of the Subordinated Loan Documents if such change or amendment would (A) result in a Default or Event of Default under the Senior Loan Documents Credit Agreement or (B) confer additional rights on Subordinated Agent not also conferred to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistentSenior Agent.

Subordinated Obligations. All Subordinated Obligations at Borrower hereby represents and warrants to Lender that those matters described on EXHIBIT "I" hereto constitute all Borrower's debts, liabilities and obligations to any time Affiliates of Borrower, except for salaries and other compensation due officers and directors, as of June 30, 1996. Upon an Event of Default, Borrower will not, directly or indirectly, (a) permit any payment to be made in respect of any indebtedness, liabilities or obligations direct or contingent, to any Affiliates (excluding trade payables and salaries and other compensation due officers and directors incurred by any Obligor in the ordinary course of business provided that no bonuses or salary increases shall be deemed permitted while an Event of Default continues), which payments shall be and are hereby made subordinate to have been incurredthe payment of principle of, and all Subordinated Obligations held by interest on, the Subordinated Agent Acquisition Note, the Renovation Note, or any Subordinated Lender indebtedness secured under the Interval Receivables Loan or (b) permit the amendment, rescission or other holder modification of Subordinated Obligations any of Borrower's subordinated obligations in such a manner as to affect adversely the lien priority of the Lender in any property, real or personal, pledged to secure any of the foregoing Loan Instruments. For purposes of this provision the term "Affiliate" shall be deemed to have been extendedmean an individual, acquired or obtainedtrust, as applicableestate, in reliance upon this Subordination Agreementpartnership, andlimited liability company, to the extent not otherwise required herein, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, by the Subordinated Agent or any Subordinated Lender corporation or any other holder of Subordinated Obligations of this Subordination Agreement; provided, incorporated or unincorporated organization ("Person") that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agent, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions of any Subordinated Loan Document (i) to cause the Effective Yield (as defined in the Original NIA) thereon to be in excess of 15% per annumdirectly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with Borrower or Guarantor or (ii) to shorten the scheduled maturity date thereof, modify (or have the effect of a modification of) the prepayment or event of default provisions thereof, (iii) to make the terms thereof of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect to the rights of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistentofficer,

Subordinated Obligations. All Subordinated Obligations at Borrower will not, directly or indirectly: (i) permit any time incurred by payment to be made with respect to any Obligor shall be deemed to have been incurredindebtedness, and all Subordinated Obligations held by the Subordinated Agent liabilities or any Subordinated Lender obligations, direct or other holder of Subordinated Obligations shall be deemed to have been extendedcontingent, acquired or obtained, as applicable, in reliance upon this Subordination Agreement, and, to the extent not otherwise required herein, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptance, or proof of reliance, by the Subordinated Agent or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; provided, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agentincluding without limitation, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions of any Subordinated Loan Document (i) to cause the Effective Yield Indebtedness (as defined in the Original NIAGuaranty) thereon to any of its shareholders or their Affiliates or the Guarantor which are subordinated by the terms thereof or by separate instrument to the payment of principal of, and interest on, the Note, except in accordance with the terms of such subordination; provided, however, that the restrictions of this subsection 7.3(f)(i) shall not apply to any payments required to be made by Borrower under the Mirror Notes, and provided further that, so long as no Default or Event of Default exists with respect to the Loan and payment of any such Subordinated Indebtedness does not render Borrower insolvent, such Subordinated Indebtedness may be repaid under such regularly scheduled payment terms as are approved in excess of 15% per annum, writing by Lender; (ii) permit the amendment, rescission or other modification of any such subordination provisions of any of Borrower's subordinated obligations in such a manner as to shorten affect adversely the scheduled maturity date thereof, modify Lender's Lien in and to the Collateral or Lender's senior priority position and entitlement as to payment and rights with respect to the Note and the Obligations; or (or have the effect of a modification ofiii) permit the prepayment or event redemption, except for mandatory prepayments, of default provisions thereofall or any part of Borrower's obligations to its shareholders or their Affiliates, (iii) to make or of any subordinated obligations of Borrower except in accordance with the terms thereof of materially more restrictive to such subordination. Notwithstanding the foregoing, any Obligor, (ivand all such subordinations of indebtedness required by this Section 7.3(f) in a manner that is adverse in any respect shall be subject to the rights provisions of Section 4.08 of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) in a manner that is inconsistentIndenture.

Subordinated Obligations. All Subordinated Obligations at any time incurred by any Obligor shall be deemed Pursuant to have been incurred, and all Subordinated Obligations held by the Subordinated Agent or any Subordinated Lender or other holder of Subordinated Obligations shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Subordination Agreement, andneither Borrower nor Guarantor shall, directly or indirectly: (i) make or permit any payment to the extent not otherwise required hereinbe made in respect of any indebtedness, the Senior Agent for and on behalf of itself and the other Secured Parties hereby waives notice of acceptanceclaims, rights, liabilities, or proof of relianceobligations, by the Subordinated Agent direct or any Subordinated Lender or any other holder of Subordinated Obligations of this Subordination Agreement; providedcontingent, that any Subordinated Agent not party hereto agrees in writing to the terms of this Subordination Agreement on behalf of itself and the Subordinated Lenders. Without the prior written consent of the Senior Agentincluding, without limitation, the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees not to amend, restate, supplement or modify, in whole or in part, any terms or provisions of any Subordinated Loan Document (i) to cause the Effective Yield Debt (as defined in the Original NIASubordination Agreement) thereon to any of its shareholders or other Affiliates or their respective successors and assigns; provided, however, that for so long as no Default or Event of Default exists with respect to the Senior Obligations (as defined in the Subordination Agreement) and payment of any such Subordinated Debt would not render either Borrower or Guarantor insolvent, such Subordinated Debt may be repaid under such regularly scheduled payment terms as are approved in writing by Lender; (ii) breach any other term, provision, or condition of the Subordination Agreement. Notwithstanding the foregoing provisions of this Section 6.3(e) to the contrary and as provided in the Subordination Agreement, during any period of time in which Borrower has a minimum of $7,000,000 in liquid assets as reflected in its most recent financial statements furnished to Lender in accordance with the provisions hereof, the requisite minimum Subordinated Debt of $23,800,000 may be reduced by $1.00 for every $2.00 increase in Borrower's net worth (as determined in accordance with GAAP, without taking into consideration any amounts due Borrower from Guarantor or any other Affiliate of Borrower) in excess of 15% per annum, (iithe Minimum Net Worth Requirement. Notwithstanding the foregoing provisions of this Section 6.3(e) to shorten the scheduled maturity date thereofcontrary, modify (the Subordination Agreement shall terminate and be of no further legal force or have effect upon the effect entry of a modification of) final, non-appealable order by the prepayment or event United States Bankruptcy Court for the Northern District of default provisions thereofNew York in the case styled In Re: The Xxxxxxx Funding Group, (iii) to make Inc., et al., Case Nos. 96-61376, 96-61377, 96-61378, and 96-61379, approving the terms thereof conversion of materially more restrictive to any Obligor, (iv) in a manner that is adverse in any respect to the rights all of the Senior Agent or Senior Lenders hereunder or under the Senior Loan Documents or Subordinated Debt to restrict the ability of any Obligor to satisfy its obligations thereunder, (v) common stock in a manner that is inconsistentGuarantor.