Common use of Release Process Clause in Contracts

Release Process. In connection with each closing of a sale of an item of Timeshare Inventory (“Closing Timeshare”), Borrower shall pay to Lender an amount calculated in respect of each Closing Timeshare, until the earlier of the Maturity Date or until the Loan is paid in full (as to each Closing Timeshare, such amount is called the “Release Payment” and as to all Closing Timeshares, the aggregate of such amounts is called the “Release Payments”).  (i) The Release Payment per Closing Timeshare shall be an amount equal to the greater of (a) the Release Percentage multiplied by the sales price of each Closing Timeshare that is sold to a Purchaser or (b) an amount, calculated from time to time by Lender in good faith, as may be necessary to cause the Loan to be paid in full upon the initial sale of 93.8% of the total Vacation Points (such total equaling 78,794,000 and 93.8% of such total equaling 73,908,772) attributable to the Timeshare Inventory at the Property. To the extent the then Release Percentage is not adequate to meet the 93.8% sellout requirement set forth in 6284.345.1224403.10 17 4/16/2018 clause (b) above, the Release Percentage shall either be appropriately adjusted upward in good faith or Borrower shall make a prepayment of the Loan (without a prepayment premium) to such a degree that the 93.8% sellout requirement will be met. To the extent that previously-sold Timeshare Inventory is recovered by Borrower through foreclosure, forfeiture or other means (including as a trade-in in connection with an upgrade), a Release Payment in the amount set forth above shall be paid upon the re-sale of Timeshare Inventory; however Borrower shall not be required to re-encumber such Timeshare Inventory under the lien of the Mortgage when such Timeshare Inventory is recovered. (ii) On or before the Monthly Payment Date subsequent to the month in which the sale of a Closing Timeshare occurs, Borrower shall deliver, or cause to be delivered, to Lender the required Release Payment for such Closing Timeshare. Upon the payment of the required Release Payment, Lender shall credit the Release Payment as provided in Section 2.10. Borrower acknowledges that Lender shall have no obligation to execute or deliver or authorize the recording of any partial release of the Mortgage related to a Closing Timeshare prior to Lender's receipt of the Release Payment for such Closing Timeshare in good collected funds in U.S. dollars. In connection with the sale of a Closing Timeshare to a Purchaser, Lender agrees to execute and deliver to Borrower the partial release referenced below, pursuant to which the security interest in such Closing Timeshare created by the Mortgage will be released if, and only if, all of the following conditions have been satisfied: (A) The full Release Payment in respect of such Closing Timeshare shall have been paid to and received by Lender in good and collected funds; and (B) If the Closing Timeshare is subject to the lien of the Mortgage, a partial release of Mortgage, in the form attached hereto as Exhibit E shall have been completed by Borrower and submitted to Lender with the aforesaid request, and Lender or Lender's attorneys, shall have reasonably approved the form of legal description to be included in such partial release. Borrower shall bear the responsibility of recording any and all documents executed and delivered pursuant to this section. Borrower shall also pay all escrow costs and recording and transfer costs in respect to such documents. (iii) For the avoidance of doubt, and notwithstanding anything to the contrary set forth in this Agreement or the other Acquisition Loan Documents, (A) the Timeshare Program Consumer Documents are not secured by the Mortgage or by the other Acquisition Loan Documents and (B) Retail Merchandise, Consumables and Expendables may be utilized, sold or otherwise disposed of in the ordinary course of business, free of the lien of the Mortgage and other Acquisition Loan Documents and without the payment of a Release Payment.

Release Process. In connection with each closing of a sale of an item of Timeshare Inventory (“Closing Timeshare”), Borrower shall pay to Lender Administrative Agent, for the account of the respective Lenders, an amount calculated in respect of each Closing Timeshare, until the earlier of the Maturity Date or until the Loan is paid in full (as to each Closing Timeshare, such amount is called the “Release Payment” and as to all Closing Timeshares, the aggregate of such amounts is called the “Release Payments”).  (i) The Release Payment per Closing Timeshare shall be an amount equal to the greater of (a) the Release Percentage multiplied by the sales price of each Closing Timeshare that is sold to a Purchaser or (b) an amount, calculated from time to time by Lender Administrative Agent in good faith, as may be necessary to cause the Loan to be paid in full upon the initial sale of 93.8not more than 85% of the total Vacation Points (such total equaling 78,794,000 at least 180,521,000 and 93.885% of such total amount equaling 73,908,772at least 153,442,850) attributable to the Timeshare Inventory at the Property. To the extent the then Release Percentage is not adequate to meet the 93.885% sellout requirement set forth in 6284.345.1224403.10 17 4/16/2018 clause (b) above, the Release Percentage shall either be appropriately adjusted upward in good faith faith, but not to exceed the initial Release Payment Percentage (i.e. 29.4%), or Borrower shall make a prepayment of the Loan (without a prepayment premium) to such a degree that the 93.885% sellout requirement will be met. To the extent that previously-sold Timeshare Inventory is recovered by Borrower through foreclosure, forfeiture or other means (including as a trade-in in connection with an upgrade), a Release Payment in the amount set forth above shall be paid upon the re-sale of Timeshare Inventory; however Borrower shall not be required to re-encumber such Timeshare Inventory under the lien of the Mortgage when such Timeshare Inventory is recovered. (ii) On or before the Monthly Payment Date subsequent to the month in which the sale of a Closing Timeshare occurs, Borrower shall deliver, or cause to be delivered, to Lender Administrative Agent, for the account the respective Lenders, the required Release Payment for such Closing Timeshare. Upon the payment of the required Release Payment, Lender Administrative Agent shall credit the Release Payment as provided in Section 2.102.11. Borrower acknowledges that Lender Administrative Agent shall have no obligation to execute or deliver or authorize the recording of any partial release of the Mortgage related to a Closing Timeshare prior to LenderAdministrative Agent's receipt of the Release Payment for such Closing Timeshare in good collected funds in U.S. dollars. In connection with the sale of a Closing Timeshare to a Purchaser, Lender Administrative Agent agrees to execute and deliver to Borrower the partial release referenced below, pursuant to which the security interest in such Closing Timeshare created by the Mortgage will be released if, and only if, all of the following conditions have been satisfied: (A) The full Release Payment in respect of such Closing Timeshare shall have been paid to and received by Lender Administrative Agent in good and collected funds; and (B) If the Closing Timeshare is subject to the lien of the Mortgage, a partial release of Mortgage, in the form attached hereto as Exhibit E F shall have been completed by Borrower ▇▇▇▇▇▇▇▇ and submitted to Lender Administrative Agent with the aforesaid request, and Lender Administrative Agent 24 BN 72497947v7 or LenderAdministrative Agent's attorneys, shall have reasonably approved the form of legal description to be included in such partial release. Borrower shall bear the responsibility of recording any and all documents executed and delivered pursuant to this section. Borrower shall also pay all escrow costs and recording and transfer costs in respect to such documents. (iii) For the avoidance of doubt, and notwithstanding anything to the contrary set forth in this Agreement or the other Acquisition Loan Documents, (A) the Timeshare Program Consumer Documents are not secured by the Mortgage or by the other Acquisition Loan Documents and (B) Retail Merchandise, Consumables and Expendables may be utilized, sold or otherwise disposed of in the ordinary course of business, free of the lien of the Mortgage and other Acquisition Loan Documents and without the payment of a Release Payment.