Common use of Subordinated Obligations Clause in Contracts

Subordinated Obligations. (a) The indebtedness of Development to an Affiliate Lender is not, solely by reason of the execution of this Agreement subordinated to any 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 Affiliate Lender shall be immediately subordinated (automatically, in the case of Vistana, or 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 necessary (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 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 their proportionate share of 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 Obligations. (c) Vistana shall not sell, assign, lease, transfer, pledge, encumber, offer participation interests in or otherwise dispose of any intercompany indebtedness owed by Development to Vistana.

Subordinated Obligations. (a) The indebtedness of Development to an Affiliate Lender is not, solely by reason of the execution of this Agreement subordinated to any 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 Affiliate Lender shall be immediately subordinated (automatically, in the case of Vistana, or 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 necessary (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 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 their proportionate share of 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 Borrower will not, directly or indirectly indirectly, (i) permit any payment to be made in respect of any indebtedness, liabilities or obligations, direct or contingent, (the Required Amount, "Subordinated Debt") to any of its shareholders or their affiliates or which payments shall be and are hereby made subordinate subordinated by the terms thereof or by separate instrument to the payment of principal of, and interest on, the Loan Note, except that the Borrower may make and the other Obligations. Subordinated Lender may receive, accept and retain such payments so long as no Default or Event of Default under, and as defined, in the Loan Agreement shall have occurred and be continuing and such payments are in respect of regularly scheduled payments of principal and/or interest under the Subordinated Debt (cthe terms of which regularly scheduled payments shall have previously been approved, in writing by the Agent in its sole discretion) Vistana shall not sellprovided that in no case may the Borrower make, assignor the Subordinated Lender accept, lease, transfer, pledge, encumber, offer participation interests in or otherwise dispose a prepayment of any intercompany indebtedness owed by Development principal and/or interest in respect of the Subordinated Debt, (ii) permit the amendment, rescission or other modification of any such subordination provisions of any of the Borrower's subordinated obligations in such a manner as to Vistanaaffect adversely the 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 (iii) permit the prepayment or redemption, except for mandatory prepayments, of all or any part of Borrower's obligations to its shareholders, or of any subordinated obligations of the Borrower except in accordance with the terms of such subordination.

Subordinated Obligations. (a) The indebtedness of Development to an Affiliate Lender is Borrower will not, solely by reason of the execution of this Agreement subordinated directly or indirectly: (i) permit any payment to be made with respect to any Loan indebtedness, liabilities or other obligation hereunderobligations, direct or contingent, including without limitation, the Subordinated Indebtedness (as defined in the Guaranty) 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 in the event Development restrictions of this subsection 7.3(f)(i) shall fail to satisfy the VDL Minimum Net Worth requirement, then an amount of indebtedness of Development not apply to any Affiliate Lender shall payments required to be immediately 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 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 affect adversely the 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 (automaticallyiii) permit the prepayment or redemption, in the case except for mandatory prepayments, of Vistanaall or any part of Borrower's obligations to its shareholders or their Affiliates, or in the case of any other Affiliate Lender, pursuant to documents delivered to subordinated obligations of Borrower except in accordance with the Bank and satisfactory to Bank in form and substance) to the Loan, the Letter of Credit and Reimbursement Obligations to the extent necessary (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 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 terms of such subordination) to Bank a subordination agreement . Notwithstanding the foregoing, any and related documents satisfactory to Bank, wherein, all such subordinations of indebtedness related to the Required Amount will be subordinated to the extent required by this Section 7.03(a7.3(f) 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 subject to the extent provisions of Section 4.08 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 their proportionate share of the remaining indebtedness owing to Affiliate LendersIndenture. (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 Obligations. (c) Vistana shall not sell, assign, lease, transfer, pledge, encumber, offer participation interests in or otherwise dispose of any intercompany indebtedness owed by Development to Vistana.

Subordinated Obligations. (a) The indebtedness of Development to an Affiliate Lender is not, solely by reason of the execution of this Agreement subordinated to any Loan or other obligation hereunder; provided, however, that in the event Development Debtor shall fail to satisfy the VDL Minimum Net Worth requirement, then an amount of indebtedness of Development to any Affiliate Lender shall be immediately subordinated (automatically, in the case of Vistana, or 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 necessary (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 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 their proportionate share of 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 indirectly, (a) permit any payment to be made in respect of the Required Amountany indebtedness, liabilities or obligations, direct or contingent, which payments shall be and are hereby made subordinate subordinated by the terms thereof or by separate instrument to the payment of principal of, and interest on, the Loan and Notes except in accordance with the terms of such subordination, (b) permit the amendment, rescission or other Obligations. modification of any such subordination provisions of any 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) Vistana shall not sell, assign, lease, transfer, pledge, encumber, offer participation interests in permit the unscheduled prepayment or otherwise dispose redemption of all or any part of any intercompany 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 owed extended to Steamboat by Development Preferred Equities and except for payments pursuant to Vistana.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) in the case of all such indebtedness other than that owing to Preferred Equities and except for payments pursuant to tax sharing agreements, such payments are regularly scheduled payments and the terms of such regularly scheduled payments are acceptable to the 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 Inventory Loan is outstanding and thereafter any payments of principal and interest may be made

Subordinated Obligations. (a) The indebtedness of Development to an Affiliate Lender is not, solely by reason of the execution of this Agreement subordinated to any 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 Affiliate Lender shall be immediately subordinated (automatically, in the case of Vistana, or in the case of any other Affiliate Lender, pursuant to documents delivered Pursuant to the Bank and satisfactory to Bank in form and substance) to the LoanSubordination Agreement, the Letter of Credit and Reimbursement Obligations to the extent necessary (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 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 their proportionate share of 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 notneither Borrower nor Guarantor shall, directly or indirectly indirectly: (i) make or permit any payment to be made in respect of any indebtedness, claims, rights, liabilities, or obligations, direct or contingent, including, without limitation, the Required AmountSubordinated Debt (as defined in the Subordination Agreement) to any of its shareholders or other Affiliates or their respective successors and assigns; provided, which payments shall be and are hereby made subordinate 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 principal 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 interest onas 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 Loan 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 the Minimum Net Worth Requirement. Notwithstanding the foregoing provisions of this Section 6.3(e) to the contrary, the Subordination Agreement shall terminate and be of no further legal force or effect upon the other Obligationsentry of a final, non-appealable order by the United States Bankruptcy Court for the Northern District of New York in the case styled In Re: The Xxxxxxx Funding Group, Inc., et al. (c) Vistana shall not sell, assignCase Nos. 96-61376, lease96-61377, transfer96-61378, pledgeand 96-61379, encumber, offer participation interests approving the conversion of all of the Subordinated Debt to common stock in or otherwise dispose of any intercompany indebtedness owed by Development to VistanaGuarantor.

Subordinated Obligations. No Credit Party shall at any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Subordinated Note, except as expressly permitted in the Subordination Agreement by the terms of the Subordinated Note as in effect on the Closing Date. Borrower shall be permitted to make distributions to Holdings in order to permit Holdings to make scheduled payments of interest on the Junior Subordinated Debentures provided that (a) The indebtedness at the time of Development any such payment, Holdings shall have achieved the Required EBITDA, (b) Borrower shall have Undrawn Availability on the date of, and immediately after giving effect to an Affiliate Lender 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 remaining months of any given calendar year, and (c) there shall not be in effect any notice from Agent to Borrower stating that Borrower is notprohibited 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 by reason of the execution of this Agreement subordinated to any 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 Affiliate Lender shall be immediately subordinated (automatically, in the case of Vistanaa Default 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 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 necessary (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 Letters of Credit and Reimbursement Obligations until such time as Development, without giving effect to such subordination, satisfies the VDL Minimum Net Worth requirementmore. To the extent required by Bank, Development shall cause any Affiliate Lender related that Borrower is permitted to make a distribution to Holdings pursuant 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 Bankpreceding sentence, 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, Holdings shall be subordinated in permitted to make the following order: first, indebtedness owing to Vistana shall be subordinated to the extent corresponding interest payment. In furtherance 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 foregoing restrictions on their proportionate share of 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 payments in respect of the Required AmountJunior Subordinated Debentures, which 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 be and are hereby made subordinate not exercise such power until the first to the occur of (a) an Event of Default involving non-payment of principal the Obligations, (b) an acceleration of the maturity of the Obligations, and interest on, the Loan and the other Obligations. (c) Vistana shall 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 sellinvoked. Without limiting Agent's right pursuant to the preceding sentence, assign, lease, transfer, pledge, encumber, offer participation interests in or otherwise dispose Agent agrees to provide Holdings with a copy of any intercompany indebtedness owed notice sent by Development Agent invoking a deferral pursuant to Vistanathe 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 Junior Subordinated Debentures.