Restrictions on Liens or Transfers. Unless expressly permitted in this Agreement or in any other Document (including, without limitation, the conveyance of Time-Share Interests in the ordinary course of business), Borrower, without the prior written consent of Lender, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any security for the Performance of the Obligations; (ii) permit or suffer to exist any lien, security interest or other encumbrance on the Collateral, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) sell, convey, lease, transfer or dispose of all or substantially all of its assets to another entity; or (iv) if Borrower is an organization, permit or suffer to exist any change in the legal or beneficial ownership of Borrower or any person controlling Borrower (whether directly or indirectly, through one or more intermediaries) or any change in the power to control it or any person controlling Borrower (whether directly or indirectly, through one or more intermediaries). Without limiting Lender's right to withhold its approval for other reasons, as a condition to approval of any lien, security interest or other charge upon any of the Collateral, Lender may require that the third party execute a subordination agreement satisfactory to Lender and provide Quiet Enjoyment Rights to owners of Time-Share Interests.
Restrictions on Liens or Transfers. Borrower, without the prior written consent of Lender, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any security for the Performance of the Obligations, except to the extent Borrower is permitted to sell unsold Inventory constituting a portion of the Collateral and to obtain releases from Lender with respect to such sales, in accordance with PARAGRAPH 3.2 hereof; (ii) permit or suffer to exist any liens, security interests or other encumbrances on the Inventory, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) sell, convey, lease, transfer or dispose of all or substantially all of its assets to another entity; or (iv) enter into any merger, consolidation, or other form of corporate reorganization, unless Borrower is the surviving corporation of such merger, consolidation or reorganization. The foregoing notwithstanding, nothing in this PARAGRAPH 6.2(C) is intended to restrict or otherwise prohibit the ability of Primary Borrower to cause any Affiliate to be merged with or into Primary Borrower, as long as Primary Borrower is the surviving entity of such merger.
Restrictions on Liens or Transfers. Borrower, without the prior written consent of Lender, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any security for the Performance of the Obligations other than the sale of Inventory Collateral in the ordinary course of business (provided that an Interval Sales Payment is paid to Lender) and other than to the extent permitted by the Guaranty Trusts; (ii) permit or suffer to exist any liens, security interests or other encumbrances on the Collateral, except for (A) the Permitted Encumbrances, (B) the liens and security interests expressly granted to Lender, and (C) liens against Purchasers and in favor of a Borrower for payment of assessments or for amounts due under any executed Time-Share Project Consumer Documents; (iii) sell, convey, lease, transfer or dispose of all or substantially all of its assets to another entity provided, however, that this section (iii) shall not be any more restrictive to the Borrower than is permitted by section 4.08 of the Indenture; or (iv) if Borrower is an organization, permit or suffer to exist any change in the legal or beneficial ownership of Borrower or any person controlling Borrower (whether directly or indirectly, through one (1) or more intermediaries) or any change in the power to control it or any person controlling Borrower (whether directly or indirectly, through one or more intermediaries). Without limiting Lender's right to withhold its approval for other reasons, as a condition to approval of any lien, security interest or other charge upon any of the Collateral, Lender may require that the third party execute a subordination agreement satisfactory to Lender and provide Quiet Enjoyment Rights to owners of Time-Share Interests. Notwithstanding anything to the contrary in this Section 6.2(c), the Residual Beneficiary or its successor shall be permitted to transfer the Trust Residual Interest to an Affiliate of the Required Guarantor without the prior written consent of Lender but with notice to Lender, subject to the terms and conditions set forth in the Guaranty Trusts.
Restrictions on Liens or Transfers. Borrower, without the prior written consent of Lender, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any Collateral other than in favor of the Lender as contemplated by the Receivables Loan Documents; (ii) permit or suffer to exist any liens, security interests or other encumbrances on the Collateral, except for the Permitted Encumbrances and liens and security interests expressly
Restrictions on Liens or Transfers. Borrower, without the prior written consent of Lender not to be unreasonably withheld, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any security for the Performance of the Obligations; (ii) permit or suffer to exist any liens, security interests or other encumbrances on any of the Collateral, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) sell, lease, transfer or dispose of all or substantially all of its assets to another entity, or (iv) permit or suffer to exist any transfer of any of the ownership interests or control of Borrower or any of its venturers. As a condition to
Restrictions on Liens or Transfers. Unless expressly permitted in ---------------------------------- this Agreement or in any of the Security Documents, Borrower, without the prior written consent of Lender, will not: (i) sell, convey, pledge, hypothecate, encumber or otherwise transfer any Collateral; (ii) subject to any right under the Documents to contest such matters, permit or suffer to exist any liens, security interests or other encumbrances on any Collateral, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) permit or suffer the sale, lease, transfer or disposal of all or substantially all of the assets of Borrower to another person; or (iv) if Borrower is an organization, permit or suffer to exist any Change in Control of Borrower or any person controlling Borrower (whether directly or through one or more intermediaries); provided, however, -------- ------- that so long as (x) Xxxxxxx X. Xxxxxxx, Xx., Xxxxxxx X. Xxxxx or another person reasonably acceptable to Lender is the chief executive officer of VI, and (y) Borrower is a Vistana Entity (as defined in the Master Credit Facilities Agreement), a Change in Control of Borrower or any person controlling Borrower will not result in a violation of the foregoing covenant. For purposes hereof, a "Change in Control" shall have occurred if a person or entity not an Affiliate of VI acquired through one or more series of transactions more than fifty percent (50%) of any class of issued and outstanding capital stock of Borrower or any person controlling Borrower and such person or entity has the ability to elect a majority of the directors of Borrower or any person controlling Borrower.
Restrictions on Liens or Transfers. Paragraph 6.2(c) of the Original Loan Agreement, clause (iii) thereof, shall be amended by deleting the words "section 4.08" and substituting therefor the words "section 4.08 or section 4.10."
