Common use of Total Liquidity Clause in Contracts

Total Liquidity. Permit the aggregate unrestricted cash and Cash Equivalents held by Polo Holdings, DRC and the other Subsidiaries (other than the cash and Cash Equivalents held by an Unrestricted Subsidiary) on the last day of any fiscal quarter to be less than $10,000,000. Notwithstanding the foregoing, in the event that any of the Performance Guarantors undertakes a financing or amends an existing financing in which the financial covenants are more favorable to the lenders party thereto than the financial covenants made under the Transaction Documents, this definition of “Financial Covenants” shall be, without any further action by any party to a Transaction Document, deemed amended and modified in an economically and legally equivalent manner such that the Noteholders shall receive the benefit of the more favorable financial covenants contained in such financing documents.

Total Liquidity. Permit the aggregate unrestricted cash and Cash Equivalents held by Polo Holdings, DRC Diamond Resorts Corporation and the other Subsidiaries (other than the cash and Cash Equivalents held by an Unrestricted Subsidiary) on the last day of any fiscal quarter to be less than $10,000,000. Notwithstanding the foregoing, in the event that any of the Performance Guarantors undertakes a financing or amends an and existing financing in which the financial covenants are more favorable to the lenders party thereto than the financial covenants made under the Transaction Documents, this definition of “Financial Covenants” shall be, without any further action by any party to a Transaction DocumentParty, deemed amended and modified in an economically and legally equivalent manner KL2 2878899.10 such that the Noteholders Purchasers shall receive the benefit of the more favorable financial covenants contained in such financing documents.

Total Liquidity. Permit the aggregate unrestricted cash and Cash Equivalents held by Polo Holdings, DRC Diamond Resorts Corporation and the other Subsidiaries (other than the cash and Cash Equivalents held by an Unrestricted Subsidiary) on the last day of any fiscal quarter to be less than $10,000,000. Notwithstanding the foregoing, in the event that any of the Performance Guarantors undertakes a financing or amends an and existing financing in which the financial covenants are more favorable to the lenders party thereto than the financial covenants made under the Transaction Documents, this definition of “Financial Covenants” shall be, without any further action by any party to a Transaction DocumentParty, deemed amended and modified in an economically and legally equivalent manner such that the Noteholders Purchasers shall receive the benefit of the more favorable financial covenants contained in such financing documents.

Total Liquidity. Permit the aggregate unrestricted cash and Cash Equivalents held by Polo Holdings, DRC Diamond Resorts Corporation and the other Subsidiaries (other than the cash and Cash Equivalents held by an Unrestricted Subsidiary) on the last day of any fiscal quarter to be less than $10,000,00015,000,000. Notwithstanding the foregoing, in the event that any of the Performance Guarantors undertakes a financing or amends an and existing financing in which the financial covenants are more favorable to the lenders party thereto than the financial covenants made under the Transaction Documents, this definition of “Financial Covenants” shall be, without any further action by any party to a Transaction DocumentParty, deemed amended and modified in an economically and legally equivalent manner such that the Noteholders Purchasers shall receive the benefit of the more favorable financial covenants contained in such financing documents.