Common use of Release Process Clause in Contracts

Release Process. Subject to the provisions of Section 2.7(b) hereof, in connection with each closing of a sale of an item of Encumbered Timeshare Product at the Timeshare Project ("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 then applicable Release Percentage multiplied by the sales price of such Closing Timeshare or (b) an amount, calculated from time to time by Lender in good faith, as may be necessary to cause the entire Loan to be fully paid upon the initial closing on sales of 75% of the total amount of Encumbered Timeshare Product in respect of which Advances are available for borrowing. (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) A partial release of mortgage, in the form attached hereto as Exhibit F shall have been completed by Borrower and submitted to Lender with the aforesaid request. 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) At the time of closing of each Closing Timeshare, the Release Payment related to such Closing Timeshare may be paid by way of an offset against an advance, if any, made under the Receivables Loan in connection with such closing, and 18 applied by Lender against the Loan as provided in Section 2.10, it being agreed, however, that Release Payments per Closing Timeshare are due to Lender in accordance with Section 2.7(c)(ii) regardless of whether an advance of the Receivables Loan is made in connection with such closing. (iv) In addition to the adjustment to the Release Payment contemplated by clause (i) above, the Release Payment shall be adjusted following receipt of the appraisal contemplated in Section 6.1(q) as more fully provided in that section.

Release Process. Subject to the provisions of Section 2.7(b) hereof, in In connection with each closing of a sale of an item of Encumbered Timeshare Product at Inventory that is encumbered under the Timeshare Project lien of the Mortgage ("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 then applicable Release Percentage multiplied by the sales price of such Closing Timeshare or (b) an amount, calculated from time to time by Lender in good faith, as may be necessary to cause $25,000,000 (less cumulative repayments at the entire Loan time of calculation) to be fully paid upon the initial closing on sales of 75% of the total amount of Encumbered unsold Timeshare Product Inventory in respect of which Advances are available for borrowing. (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) A partial release of mortgageMortgage, in the form attached hereto as Exhibit F shall have been completed by Borrower and submitted to Lender with the aforesaid 19 6284.98.1115736.11 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) At the time of closing of each Closing Timeshare, the Release Payment related to such Closing Timeshare may be paid by way of an offset against an advance, if any, made under the Receivables Loan in connection with such closing, and 18 applied by Lender against the Loan as provided in Section 2.10, it being agreed, however, that Release Payments per Closing Timeshare are due to Lender in accordance with Section 2.7(c)(ii) regardless of whether an advance of the Receivables Loan is made in connection with such closing. (iv) In addition to the adjustment to the Release Payment contemplated by clause (i) above, the Release Payment shall be adjusted following receipt of the appraisal contemplated in Section 6.1(q) as more fully provided in that section.