Common use of Release of Lien Clause in Contracts

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction request of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (cb) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee. (d) If the Issuer exercises its right to redeem the Notes in whole or in part as provided in Article XIV of this Indenture, the Issuer shall notify the Indenture Trustee in writing of the Redemption Date and the principal amount of the Notes to be prepaid on the Redemption Date and the amount of interest and other amounts due and payable on such date in accordance with this Indenture and the Note Funding Agreement. On the Redemption Date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Funding Agreement as a result of such prepayment, then, the Indenture Trustee shall release from the Lien of this Indenture those Timeshare Loans, all monies due or to become due with respect thereto and all collections with respect thereto from and including the last day of the Due Period immediately preceding such date of release which the Indenture Trustee is directed to release as described in the following sentence. The Issuer shall provide to the Indenture Trustee a list of the Timeshare Loans which are to be released (and in the case of a prepayment in part, such list shall be subject to approval by the Noteholders), shall direct the Indenture Trustee to release such Timeshare Loans, and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans. If requested, the Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Issuer as shall be necessary to vest in the Issuer’s designee(s), the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7(d). The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7(d), and such files shall be transferred to the Issuer’s designee(s).

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien Junior Agent, on behalf of the Indenture for Junior Creditors, shall at any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, time in connection with any Collateral Sale: (i) upon satisfaction of each the request of the applicable provisions of Section 4.6 hereofSenior Agent with respect to the Collateral subject to such Collateral Sale, release or otherwise terminate its Liens on such Collateral (ii) and/or, in the case of any purchase or repurchase, after a payment by the Depositor Collateral Sale consisting of the Repurchase Price sale or disposition of Collateral constituting all of the related Timeshare Loan, and (iii) in the case equity interests of any substitutionSubsidiary Guarantor, after payment by release such Subsidiary Guarantor from its obligations under the Depositor relevant Documents); provided, that to the extent the Senior Agent or any Senior Lender retains a Lien on any proceeds of such Collateral or the Senior Debt is Finally Paid, the Junior Agent, on behalf of the applicable Substitution Shortfall AmountsJunior Creditors, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain may retain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant proceeds of such Collateral (except on proceeds used to this Section 4.7repay the Senior Debt) which is subordinated to the Lien retained by the Senior Agent or such Senior Lender if the Senior Debt has not been Finally Paid, and (ii) promptly deliver such files terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”) and take such further actions as the Senior Agent shall be transferred reasonably require in order to release and/or terminate such Junior Agent’s Liens on the Collateral (or release such Subsidiary Guarantor in accordance with the foregoing subsection (i)) subject to such Collateral Sale; provided, that if the closing of the Disposition of the Collateral is not consummated within 10 days from the proposed closing date or any agreement governing such Collateral Sale is terminated by any of the parties thereto, the Senior Agent shall, upon the Junior Agent’s request, promptly return all Release Documents to the Depositor or its designeeJunior Agent.

Release of Lien. At the same time as (a) The Issuer shall be entitled any Contract in the Asset Pool expires by its terms and all amounts in respect thereof have been paid by the related Lessee and deposited in the Collection Account, (b) any Contract becomes a Prepaid Contract and all amounts in respect thereof have been paid by the related Lessee and deposited in the Collection Account, (c) any Hedge Agreement terminates by its terms and all amounts in respect thereof have been paid in full by, as applicable, the Borrower to obtain a release from the Lien of Hedge Counterparty or by the Indenture for related Hedge Counterparty to the Borrower and deposited in the Collection Account, (d) any Timeshare Loan purchased, Contract is repurchased or substituted under replaced in accordance with Section 4.6 hereof2.17, (e) any Contract is repurchased by the Originator in connection with a Warranty Event or otherwise in accordance with the Purchase Agreement or this Agreement, (f) any Contract has been sold pursuant to this Agreement, or (g) the earliest to occur of (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, Optional Prepayment Date pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments2.5(a), (ii) the amount on deposit in the General Reserve Account is at least equal Optional Sale Date pursuant to the General Reserve Account Required Balance, Section 2.18 and (iii) the amount Paid-in-Full Date, the Trustee, on deposit in behalf of the Force Majeure Loan Reserve Account is at least equal Secured Parties, shall automatically and without further action, be deemed to release its Lien thereon and to transfer to the Force Majeure Required Reserve AmountBorrower (or its assignee, (iv) no Event as applicable), free and clear of Default has occurred and is continuingany Lien created pursuant to this Agreement, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum all of the Aggregate Loan Balance right, title and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien interest of the IndentureTrustee, without additional payment. (d) for the benefit of the Secured Parties, in, to and under such Assets or Hedge Agreement, as applicable. In connection with (a), (b) and (c) aboveany such release of Lien, the Issuer and Indenture Trustee Trustee, for the benefit of the Secured Parties, will after or upon the deposit by the Servicer of the amounts required hereunder in connection therewith into the Collection Account, at the expense of the initial Servicer or the Borrower, execute and deliver such releasesto the Servicer any assignments, endorsements bills of sale, termination statements and assignments any other releases and instruments as are provided the Servicer may reasonably request in order to it by effect the Depositorrelease and transfer of the Assets then required to be released hereunder; provided, in each casethat the Trustee, without recoursefor the benefit of the Secured Parties, will make no representation or warranty, as express or implied, with respect to any such Equipment in connection with such sale or transfer and assignment. Nothing in this Section 9.2 shall be necessary to vest in diminish the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released Servicer’s obligations pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian 6.6 with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and proceeds of any such files shall be transferred to the Depositor or its designeesale.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction request of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.32

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof.32 (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction request of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien If, when any of the Bonds shall have become due and payable in accordance with their terms as provided in this Indenture or shall have been duly called for any Timeshare Loan purchasedredemption or irrevocable instructions to call such Bonds for redemption shall have been given by the Issuer to the Trustee, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each the whole amount of the applicable provisions of Section 4.6 hereof, (ii) in principal and the case of any purchase or repurchase, after a payment by interest and the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amountsredemption premium, if any, pursuant to Section 4.6 hereof. (b) The Issuer so due and payable upon such Bonds shall be entitled paid or sufficient cash or Government Obligations non- callable by the issuer thereof, the principal of and the interest on which when due will provide, without investment or reinvestment, sufficient cash, shall be held by the Trustee or the paying agents for such purpose under the provisions of this Indenture, then and in that case such Bonds shall cease to obtain a release from be secured by the Lien lien of this Indenture, and the Trustee in such case, on demand of the Issuer or the Company, shall release the lien of this Indenture for any Timeshare Loan which has with respect to such Bonds and shall execute such documents to evidence such release as may be reasonably required by the Issuer or the Company; provided, however, that in the event Government Obligations shall be deposited with and held by the Trustee or the paying agents as hereinabove provided, then in addition to the requirements set forth in Article III of this Indenture, the Trustee shall within thirty (30) days after such Government Obligations shall have been paid deposited with it cause a notice signed by it to be published once in full. a daily newspaper or financial journal having a general circulation in the financial community in the Borough of Manhattan, City and State of New York, setting forth (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (iia) the amount on deposit in date designated for the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event redemption of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a)such Bonds, (b) a description of the Government Obligations so held by it and (c) above, that the Issuer lien of this Indenture with respect to such Bonds has been released in accordance with the provisions of this Section. All moneys and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it obligations held by the Depositor, in each case, without recourse, representation Trustee or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released paying agents pursuant to this Section 4.7. The Servicer shall deliver a Request for Release be held in trust and applied to the Custodian with respect payment, when due, of the principal of, redemption premium, if any, and interest on such Bonds. Notwithstanding the satisfaction and discharge of this Indenture, the rights of the Trustee under Sections 9.02, 9.05 and 9.06 hereof, the obligations of the Trustee under sections 5.04, 5.06 and 5.07 hereof and the obligations of the Company under Section 6.02 hereof, shall survive, anything in this Indenture to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designeecontrary notwithstanding.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien If, when any of the Bonds shall have become due and payable in accordance with their terms or otherwise as provided in this Indenture or shall have been duly called for any Timeshare Loan purchasedredemption or irrevocable instructions to call such Bonds for redemption shall have been given by the Issuer to the Trustee, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each the whole amount of the applicable provisions of Section 4.6 hereof, (ii) in principal and the case of any purchase or repurchase, after a payment by interest and the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amountspremium, if any, pursuant to Section 4.6 hereof. (b) The Issuer so due and payable upon such Bonds shall be entitled paid or sufficient cash or Government Obligations non-callable by the issuer thereof, the principal of and the interest on which when due will provide, without investment or reinvestment, sufficient cash, shall be held by the Trustee or the paying agents for such purpose under the provisions of this Indenture, then and in that case such Bonds shall cease to obtain a release from be secured by the Lien lien of this Indenture, and the Trustee in such case, on demand of the Issuer or the Company, shall release the lien of this Indenture for any Timeshare Loan which has with respect to such Bonds and shall execute such documents to evidence such release as may be reasonably required by the Issuer or the Company; provided, however, that in the event Government Obligations shall be deposited with and held by the Trustee or the paying agents as hereinabove provided, then in addition to the requirements set forth in Article III of this Indenture, the Trustee shall within thirty (30) days after such Government Obligations shall have been paid deposited with it cause a notice signed by it to be published once in full. a daily newspaper or financial journal having a general circulation in the financial community in the Borough of Manhattan, City and State of New York, setting forth (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (iia) the amount on deposit in date designated for the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event redemption of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a)such Bonds, (b) a description of the Government Obligations so held by it and (c) above, that the Issuer lien of this Indenture with respect to such Bonds has been released in accordance with the provisions of this Section. All moneys and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it obligations held by the Depositor, in each case, without recourse, representation Trustee or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released paying agents pursuant to this Section 4.7. The Servicer shall deliver a Request for Release be held in trust and applied to the Custodian with respect payment, when due, of the principal of, premium, if any, and interest on such Bonds. Notwithstanding the satisfaction and discharge of this Indenture, the rights of the Trustee under Sections 9.02, 9.05 and 9.06 hereof, the obligations of the Trustee under Sections 5.04, 5.06 and 5.07 hereof and the obligations of the Company under Section 6.02 hereof, shall survive, anything in this Indenture to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designeecontrary notwithstanding.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (cb) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee. (d) If the Issuer exercises its right to redeem the Notes in whole or in part as provided in Article XIV of this Indenture, the Issuer shall notify the Indenture Trustee in writing of the Redemption Date and the principal amount of the Notes to be prepaid on the Redemption Date and the amount of interest and other amounts due and payable on such date in accordance with this Indenture and the Note Funding Agreement. On the Redemption Date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Funding Agreement as a result of such prepayment, then, the Indenture Trustee shall release from the Lien of this Indenture those Timeshare Loans, all monies due or to become due with respect thereto and all collections with respect thereto from and including the last day of the Due Period immediately preceding such date of release which the Indenture Trustee is directed to release as described in the following sentence. The Issuer shall provide to the Indenture Trustee a list of the Timeshare Loans which are to be released (and in the case of a prepayment in part, such list shall be subject to approval by the Noteholders), shall direct the Indenture Trustee to release such Timeshare Loans, and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans. If requested, the Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Issuer as shall be necessary to vest in the Issuer’s designee(s), the legal and beneficial ownership 24

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien If, when any of the Bonds shall have become due and payable in accordance with their terms as provided in this Indenture or shall have been duly called for any Timeshare Loan purchasedredemption or irrevocable instructions to call such Bonds for redemption shall have been given by the Issuer to the Trustee, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each the whole amount of the applicable provisions of Section 4.6 hereofprincipal, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amountsredemption premium, if any, pursuant to Section 4.6 hereof. (b) The Issuer and interest so due and payable upon such Bonds shall be entitled paid or sufficient cash or Government Obligations non-callable by the issuer thereof, the principal of and the interest on which when due will provide, without investment or reinvestment, sufficient cash, shall be held by the Trustee or the paying agents for such purpose under the provisions of this Indenture, then and in that case such Bonds shall cease to obtain a release from be secured by the Lien lien of this Indenture, and the Trustee in such case, on demand of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, Issuer or the Company and at the written direction of the ServicerCompany, on any Payment Date if shall release the lien of this Indenture with respect to such Bonds and shall execute such documents to evidence such release as may be reasonably required by the Issuer or the Company; provided, however, that in the event Government Obligations shall be deposited with and held by the Trustee or the paying agents as hereinabove provided, then in addition to the requirements set forth in Article III of this Indenture, the Trustee shall within thirty (i30) Available Funds are sufficient days after such Government Obligations shall have been deposited with it cause a notice signed by it to pay be published once in a daily newspaper or financial journal having a general circulation in the Required Paymentsfinancial community in the Borough of Manhattan, City and State of New York, setting forth (iia) the amount on deposit in date designated for the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event redemption of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a)such Bonds, (b) a description of the Government Obligations so held by it and (c) above, that the Issuer lien of this Indenture with respect to such Bonds has been released in accordance with the provisions of this Section. All moneys and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it obligations held by the Depositor, in each case, without recourse, representation Trustee or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released paying agents pursuant to this Section 4.7. The Servicer shall deliver a Request for Release be held in trust and applied to the Custodian with respect payment, when due, of the principal of, redemption premium, if any, and interest on such Bonds. Notwithstanding the satisfaction and discharge of this Indenture, the rights of the Trustee under Sections 9.02, 9.05 and 9.06 hereof, the obligations of the Trustee under sections 5.04, 5.06 and 5.07 hereof and the obligations of the Company under Section 6.02 hereof, shall survive, anything in this Indenture to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designeecontrary notwithstanding.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan or Closing Date Eligible Investment purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare LoanLoan or the related Closing Date Eligible Investment, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction request of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (viv) the Optional Purchase Limit is greater than zero and (viv) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum 87.5% of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 4.4 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 4.4 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor Seller of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor Bluegreen of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 4.4 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction request of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (viiv) there is no default under the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan BalanceGuaranty, the Indenture Trustee shall release to Bluegreen or shall consent to the release to Bluegreen of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 4.4 hereof from the Lien of the Indenture, without additional paymentpayment (including Defaulted Timeshare Loans with respect to which there has been the payment of any Aggregate Defaulted Timeshare Loan Make-Whole Amount). (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the DepositorBluegreen, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor Bluegreen or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.74.5. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.74.5, and such files shall be transferred to the Depositor Bluegreen or its designee.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under pursuant to Section 4.6 hereof, : (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and or (iiiii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall AmountsAmount, if any, pursuant and the delivery of the Timeshare Loan Files for the related Qualified Substitute Timeshare Loan to Section 4.6 hereofthe Custodian. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in fullfull or for which the assets securing such Timeshare Loan have been liquidated and remarketed in accordance with the Servicing Standard and all related recoveries have been deposited to the Collection Account. (c) In additionIf the Issuer exercises its right to prepay the Notes in whole or in part as provided in Section 2.11 hereof, at the written direction Issuer shall notify the Administrative Agent and the Indenture Trustee in writing of the Servicer, prepayment date and principal amount of Notes to be prepaid on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) prepayment date and the amount of interest and other amounts due and payable on deposit such date in accordance with this Indenture and the Note Funding Agreement. On the prepayment date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Funding Agreement as a result of such prepayment and the satisfaction of the conditions set forth in the General Reserve Account is at least equal to the General Reserve Account Required Balancefollowing paragraphs, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balancethen, the Indenture Trustee and the Custodian shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of this Indenture those Timeshare Loans and the IndentureRelated Security, without additional paymentall monies due or to become due with respect thereto and all Collections with respect thereto from and including the last day of the Due Period immediately preceding the date of such release which the Indenture Trustee and the Custodian is directed to release as described in the following paragraph. The Issuer shall provide to the Indenture Trustee and the Custodian a list of the Timeshare Loans which are to be released, shall direct the Custodian to release such Timeshare Loan Files in KL2 2787938.7 accordance with the Custodial Agreement and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans. In addition to receipt by the Indenture Trustee of the principal amount of the Notes to be prepaid, the interest thereon and other amounts due and payable in connection with such prepayment and the list of Timeshare Loans to be released, the following conditions shall be met before the Lien is released under this Section 4.7: (i) except with the prior written consent of the Administrative Agent and the Required Purchasers, after giving effect to such release, no Default, Servicer Event of Default, Amortization Event or Event of Default shall exist; (ii) as determined by the Administrative Agent and the Required Purchasers, after giving effect to such release, the remaining pool of Timeshare Loans in the Trust Estate meet all of the eligibility criteria set forth in the Transaction Documents; and (iii) as determined by the Administrative Agent and the Required Purchasers, the Timeshare Loans to be released from the Lien of this Indenture were not selected in a manner involving any selection procedures materially adverse to the Noteholders. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver as directed in writing such releases, endorsements and assignments as are provided to it by the DepositorDepositor or the Issuer, in each case, case without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each repurchased or substituted Timeshare Loan being released pursuant to this Section 4.7. The Servicer Custodian shall deliver a Request for Release to the Custodian with respect to release the related Timeshare Loan Files and upon receipt of a Request for Release from the Servicer, substantially in the form of Exhibit B to the Custodial Agreement. (e) In connection with the release of Timeshare Loan Servicing Files being released pursuant to Loans as set forth in this Section 4.7, the Issuer and such files the Servicer shall be transferred to cooperate in providing the Depositor Administrative Agent or its designeeany Purchaser with reasonably requested information regarding the Trust Estate.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien Notwithstanding anything contained in any of the Indenture for Lender Documents, any Timeshare Loan purchasedprovision of the UCC or any UCC Financing Statement of record, repurchased or substituted any applicable law, the Agent, the Servicing Agent and the Lenders hereby agree that, upon the Transfer of any interest in any Receivable (or portion thereof), or any other Purchased Asset together with the Related Property and Collections relating thereto, either to the Trust Seller pursuant to the June 13 Seller Purchase Agreement or to the Issuer pursuant to the Issuer Purchase Agreement (1) as described in any Seller Transfer Report or Issuer Transfer Report acknowledged by the Agent (which acknowledgment may only be withheld by the Agent to the extent that the Transfer of such Receivables would cause an Event of Default under Section 4.6 hereofthe Credit Agreement (provided that such acknowledgment may be conditioned on the receipt by the Servicing Agent of cash in an amount equal to any Borrowing Base Deficiency that may result from such Transfer) and upon which acknowledgment the Trust Seller, the Issuer and the applicable Trustee may conclusively rely in determining the authority of the Seller to make such Transfer covered by such Transfer Report (it being agreed and understood that such acknowledgment by the Agent shall constitute conclusive proof that such Transfer is a "Permitted Transfer" (as defined below)) or (2) which was otherwise Transferred to the Trust Seller or the Issuer and did not result in a positive Borrowing Base Deficiency (after giving effect to the disposition and application of the aggregate "Purchase Price" (as such term is defined in the applicable Purchase Agreement), (any such Transfer in either case being a "Permitted Transfer"), (i) upon satisfaction of each any and all Liens and/or other claims or interest in favor of the applicable provisions of Section 4.6 hereofAgent, (ii) in the case of Servicing Agent or any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) Lenders in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer such Purchased Assets shall be entitled to obtain a release from the Lien released, terminated and of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release further force or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositoreffect, in each case, without recourseany further action on the part of any Person, representation and (ii) the Agent, the Lenders and the Servicing Agent shall cease to have any further rights, title or warrantyinterests in any such Purchased Assets and, without limiting the foregoing, such Purchased Assets shall not be part of the Collateral. (b) Each of the Agent, the Lenders and the Servicing Agent hereby agrees that it shall not contest or challenge, or join any other Person in contesting or challenging, the validity, enforceability, priority or perfection of the ownership interest of the Trust Seller of any of the Trust Purchased Assets or of the Issuer of any of the Issuer Purchased Assets which is the subject of a Permitted Transfer, or the validity, enforceability, priority or perfection of the ownership or security interest of any assignee or pledgee of the Trust Seller or the Issuer, as applicable, in such assets (including the Issuer Trustee and the SSC Master Trust Trustee). (c) Except as expressly set forth herein, nothing contained in this Agreement shall, or shall be necessary to vest in the Depositor deemed to, restrict, impair or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian impose any condition with respect to the related Timeshare Loan Files exercise by the Agent, the Servicing Agent or the Lenders, or the Issuer Parties, or the Trust Parties, of any right, remedy, power or privilege under any Lender Document, Issuer Document or Operative Document, respectively. (d) Each of the Agent, the Lenders and Timeshare Loan the Servicing Files being released pursuant Agent hereby agrees to this Section 4.7deliver to the SSC Master Trust Trustee, the Issuer Trustee or the Collateral Trustee, as applicable, all documents, releases and other agreements, and such files shall be transferred to take all other actions, which the Depositor Trust Seller or its designeethe SSC Master Trust I, or the Issuer or the Issuer Trustee may reasonably request to evidence the release of the Agent's and the Lenders' Liens as described in clause (a) above.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under pursuant to Section 4.6 hereof, : (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and or (iiiii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall AmountsAmount, if any, pursuant and the delivery of the Timeshare Loan Files for the related Qualified Substitute Timeshare Loan to Section 4.6 hereofthe Custodian. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in fullfull or for which the assets securing such Timeshare Loan have been liquidated and remarketed in accordance with the Servicing Standard and all related recoveries have been deposited into the Collection Account. (c) In additionIf the Issuer exercises its right to prepay the Notes in whole or in part as provided in Section 2.11 hereof, at the written direction Issuer shall notify the Administrative Agent and the Indenture Trustee in writing of the Servicer, prepayment date and principal amount of Notes to be prepaid on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) prepayment date and the amount of interest and other amounts due and payable on deposit such date in accordance with this Indenture and the Note Funding Agreement. On the prepayment date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Funding Agreement as a result of such prepayment and the satisfaction of the conditions set forth in the General Reserve Account is at least equal to the General Reserve Account Required Balancefollowing paragraphs, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balancethen, the Indenture Trustee and the Custodian shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of this Indenture those Timeshare Loans and the IndentureRelated Security, without additional paymentall monies due or to become due with respect thereto and all Collections with respect thereto from and including the last day of the Due Period immediately preceding the date of such release which the Indenture Trustee and the Custodian is directed to release as described in the following paragraph. The Issuer shall provide to the Indenture Trustee and the Custodian a list of the Timeshare Loans which are to be released, shall direct the Custodian to release such Timeshare Loan Files in accordance with the Custodial Agreement and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans. In addition to receipt by the Indenture Trustee of the principal amount of the Notes to be prepaid, the interest thereon and other amounts due and payable in connection with such prepayment and the list of Timeshare Loans to be released, the following conditions shall be met before the Lien is released under this Section 4.7: (i) except with the prior written consent of the Administrative Agent and the Required Purchasers, after giving effect to such release, no Default, Servicer Event of Default, Amortization Event or Event of Default shall exist; (ii) as determined by the Administrative Agent and the Required Purchasers, after giving effect to such release, the remaining pool of Timeshare Loans in the Trust Estate meet all of the eligibility criteria set forth in the Transaction Documents; and (iii) as determined by the Administrative Agent and the Required Purchasers, the Timeshare Loans to be released from the Lien of this Indenture were not selected in a manner involving any selection procedures materially adverse to the Noteholders. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver as directed in writing such releases, endorsements and assignments as are provided to it by the DepositorDepositor or the Issuer, in each case, case without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each repurchased or substituted Timeshare Loan being released pursuant to this Section 4.7. The Servicer Custodian shall deliver a Request for Release to the Custodian with respect to release the related Timeshare Loan Files and upon receipt of a Request for Release from the Servicer, substantially in the form of Exhibit B to the Custodial Agreement. (e) In connection with the release of Timeshare Loan Servicing Files being released pursuant to Loans as set forth in this Section 4.7, the Issuer and such files the Servicer shall be transferred to cooperate in providing the Depositor Administrative Agent or its designeeany Purchaser with reasonably requested information regarding the Trust Estate.

Release of Lien. (a) The Issuer If Trustor shall have paid the Indebtedness and shall have kept and performed all of its obligations hereunder and under the Loan Documents and the Lenders' commitment to make Loans under the Credit Agreement has expired and no Letters of Credit are outstanding and the Issuing Bank's commitment to issue Letters of Credit has expired, then Beneficiary shall deliver to Trustor, at Trustor's expense, all such documents, in recordable form, that shall be reasonably necessary to release this Deed of Trust; otherwise, it shall remain in full force and effect. The release may be for the benefit of "the person or persons entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereofthereto". (b) The Issuer shall be entitled to obtain a release from the Lien Upon any sale, transfer or other disposition of the Indenture for Trust Premises or any Timeshare Loan which has been paid in full. (c) In additionpart thereof that is permitted under the Credit Agreement, the Beneficiary shall, at the written direction Trustor's expense, execute and deliver to the Trustor such documents as the Trustor shall reasonably request to evidence the release of the ServicerTrust Premises or any part thereof from the lien and security interest granted hereby; provided, on any Payment Date if however, that at the time of such request and such release, (i) Available Funds are sufficient to pay the Required Paymentsno Event of Default shall have occurred and be continuing, (ii) the amount on deposit in Trustor shall have delivered to the General Reserve Account is Beneficiary, at least equal ten Business Days prior to the General Reserve Account Required Balancedate of the proposed release, a written request for release (describing the terms of the sale or transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Beneficiary and a certification by the Trustor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Beneficiary may reasonably request) and (iii) the amount on deposit proceeds of any such sale, transfer or other disposition are applied in accordance with the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional paymentCredit Agreement. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.

Release of Lien. (a) The Issuer shall Subject to the provisions of Section 6.14 and 7.2 and so long as no Indenture Event of Default is in effect, Collateral may be entitled to obtain a release released from the Lien and security created by this Indenture and the Security Documents, as the case may be, at any time or from time to time in accordance with the provisions of the Indenture, the Security Documents and the Trust Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in Act. In the case of any purchase Collateral consisting of cash or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) Permitted Investments in the case Trust Accounts, such Collateral shall be released as provided herein without the need for any Officer's Certificate, Opinion of any substitutionCounsel, after payment by the Depositor of the applicable Substitution Shortfall Amountsrelease, if any, pursuant to Section 4.6 hereofwaiver or other action. (b) The Issuer Upon the request of Golden State Petroleum and pursuant to an Officer's Certificate and an Opinion of Counsel certifying that all conditions precedent hereunder have been met (to be provided at the sole cost and expense of Golden State Petroleum) and upon the satisfaction of such conditions precedent hereunder, the Indenture Trustee shall be entitled to obtain a release from the Lien (i) any portion of the Indenture for any Timeshare Loan Collateral as to the release of which the consent of Noteholders has been paid obtained, and (ii) all Collateral (except as provided in fullArticle Eleven hereof) upon discharge or defeasance of this Indenture in accordance with Article Eleven hereof. (c) In additionUpon receipt of such Officer's Certificate and Opinion of Counsel, at the written direction Indenture Trustee must execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Indenture and the Security Documents, as the case may be. Whenever Collateral is to be released pursuant to this Section 4.4, the Indenture Trustee will execute any document or termination statement reasonably necessary to release the Lien of this Indenture or this Indenture and the Security Documents, as the case may be. (d) The release of any Collateral from the terms of this Indenture or this Indenture and the Security Documents, as the case may be, will not be deemed to impair the security under this Indenture in contravention of the Servicer, on any Payment Date provisions hereof if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal and to the General Reserve Account Required Balance, (iii) extent the amount on deposit in the Force Majeure Loan Reserve Account Collateral is at least equal released pursuant to the Force Majeure Required Reserve Amountterms hereof and of the Security Documents. To the extent applicable, Golden State Petroleum and any other obligor shall cause Section 314(d) of the Trust Indenture Act relating to the release of property from the Lien arising out of the Security Documents to be complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by any Responsible Officer of Golden State Petroleum, PROVIDED that to the extent required by Section 314(d) of the Trust Indenture Act, any such certificate or opinion shall be made by an independent engineer, appraiser or other expert (ivas such terms are set forth in Section 314(d) of the Trust Indenture Act), who is not an Affiliate of Golden State Petroleum or any other obligor. (e) Notwithstanding the other provisions of this Section 4.4, if no Charter Event of Default has occurred and is continuing, (v) upon the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum Indenture Trustee's receipt of the Aggregate Loan Balance and Total Loss Payment for a Vessel, together with all other amounts owing under the Prefunding Loan BalanceIndenture in respect of such Vessel, the Indenture Trustee shall (i) release or shall consent to such Vessel and the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof related Collateral from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) this Indenture and (cii) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to release the related Timeshare Loan Files Owner from any and Timeshare Loan Servicing Files being released pursuant to this Section 4.7all of its obligations hereunder, under the Mortgage Notes and such files shall be transferred to the Depositor or its designeerelated Security Documents.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.33

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 4.4 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 4.4 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 4.4 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Class D Reserve Account is at least equal to the Force Majeure Class D Reserve Account Required Reserve AmountBalance, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum 94% of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 4.4 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.74.5. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.74.5, and such files shall be transferred to the Depositor or its designee.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under pursuant to Section 4.6 hereof, : (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and or (iiiii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall AmountsAmount, if any, pursuant and the delivery of the Timeshare Loan Files for the related Qualified Substitute Timeshare Loan to Section 4.6 hereofthe Custodian. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in fullfull or for which the assets securing such Timeshare Loan have been liquidated and remarketed in accordance with the Servicing Standard and all related recoveries have been deposited to the Collection Account. (c) In additionIf the Issuer exercises its right to prepay the Notes in whole or in part as provided in Section 2.11 hereof, at the written direction Issuer shall notify the Administrative Agent and the Indenture Trustee in writing of the Servicer, prepayment date and principal amount of Notes to be prepaid on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) prepayment date and the amount of interest and other amounts due and payable on deposit such date in accordance with this Indenture and the Note Funding Agreement. On the prepayment date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Funding Agreement as a result of such prepayment and the satisfaction of the conditions set forth in the General Reserve Account is at least equal to the General Reserve Account Required Balancefollowing paragraphs, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balancethen, the Indenture Trustee and the Custodian or the In-Transit Custodian, as applicable, shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of this Indenture those Timeshare Loans and the IndentureRelated Security, without additional paymentall monies due or to become due with respect thereto and all Collections with respect thereto from and including the last day of the Due Period immediately preceding the date of such release which the Indenture Trustee and the Custodian or the In-Transit Custodian, as applicable, are directed to release as described in the following paragraph. The Issuer shall provide to the Indenture Trustee and the Custodian or the In-Transit Custodian, as applicable, a list of the Timeshare Loans which are to be released, shall direct the Custodian or the In-Transit Custodian, as applicable, to release such Timeshare Loan Files in accordance with the Custodial Agreement or In-Transit Custodial Agreement, as applicable, and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans. In addition to receipt by the Indenture Trustee of the principal amount of the Notes to be prepaid, the interest thereon and other amounts due and payable in connection with such prepayment and the list of Timeshare Loans to be released, the following conditions shall be met before the Lien is released under this Section 4.7: (i) except with the prior written consent of the Administrative Agent and the Required Purchasers, after giving effect to such release, no Default, Servicer Event of Default, Amortization Event or Event of Default shall exist; (ii) as determined by the Administrative Agent and the Required Purchasers, after giving effect to such release, the remaining pool of Timeshare Loans in the Trust Estate meet all of the eligibility criteria set forth in the Transaction Documents; and (iii) as determined by the Administrative Agent and the Required Purchasers, the Timeshare Loans to be released from the Lien of this Indenture were not selected in a manner involving any selection procedures materially adverse to the Noteholders. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver as directed in writing such releases, endorsements and assignments as are provided to it by the DepositorDepositor or the Issuer, in each case, case without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each repurchased or substituted Timeshare Loan being released pursuant to this Section 4.7. The Servicer Custodian or the In-Transit Custodian, as applicable, shall deliver a Request for Release to the Custodian with respect to release the related Timeshare Loan Files and upon receipt of a Request for Release from the Servicer, substantially in the form of Exhibit B to the Custodial Agreement or the In-Transit Custodial Agreement, as applicable. (e) In connection with the release of Timeshare Loan Servicing Files being released pursuant to Loans as set forth in this Section 4.7, the Issuer and such files the Servicer shall be transferred to cooperate in providing the Depositor Administrative Agent or its designeeany Purchaser with reasonably requested information regarding the Trust Estate.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (bi) and (c) aboveany Qualified Transfer of any Financed Property, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments release of any Financed Property that no longer qualifies as are provided an Eligible Property in accordance with this Agreement (including Section 2.15) or the release of any Financed Property to it by the Depositorcure or avoid an Event of Default in accordance with Sections 7.01(g) or 7.01(h) and, in each case, subject to the payment of the applicable Release Amount (and deposit of any applicable Special Reserves) with respect to each such Financed Property or (ii) the occurrence of the Final Collection Date, the Administrative Agent and the Collateral Agent agree, at the Borrowers’ expense, and without recourse, representation or warranty, as shall be necessary to vest and, in the Depositor or case of a Qualified Transfer, subject to the conditions specified in Section 2.15 and Section 9.08(b), to promptly execute, deliver, file and record the Mortgage Release (as applicable) and take such other necessary action that the Borrowers may reasonably request in writing to evidence the release by the Administrative Agent and/or the Collateral Agent of its designeesecurity interest in the related Collateral. (b) If as a result of any Qualified Transfer of any Financed Property, the legal release of any Financed Property that no longer qualifies as an Eligible Property in accordance with this Agreement (including Section 2.15) or the release of any Financed Property to cure or avoid an Event of Default in accordance with this Agreement and, subject to the payment of the applicable Release Amount (and beneficial ownership deposit of any applicable Special Reserves) with respect to each Timeshare such Financed Property, a Borrower no longer owns any Financed Properties and, so long as no Default or Event of Default shall have occurred and be continuing at such time (unless such Event of Default will be cured or avoided in connection with such release), the Administrative Agent and/or the Collateral Agent, as applicable, shall (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower Representative, release such Borrower (and its related Equity Owner, in each case to the extent that such Person no longer holds any direct or indirect Equity Interest in any other Borrower) from their respective obligations hereunder and under all of the other Loan being released Documents. In connection with any such release pursuant to this Section 4.7. The Servicer clause (b), the Administrative Agent and/or the Collateral Agent, as applicable, shall (and is hereby irrevocably authorized by each Lender to) execute and deliver a Request for Release to any Loan Party, at Borrowers’ expense, all documents that the Custodian with respect Borrowers may reasonably request in writing to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and evidence such files shall be transferred to the Depositor or its designeerelease.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien Notwithstanding anything contained in any of the Indenture for Lender Documents, any Timeshare Loan purchasedprovision of the UCC or any UCC Financing Statement of record, repurchased or substituted under Section 4.6 hereofany applicable law, the Agent, the Servicing Agent and the Lenders hereby agree that, upon the Transfer of any interest in any Receivable (or portion thereof) (1) as described in any Seller Transfer Report acknowledged by the Agent (which acknowledgment may only be withheld by the Agent to the extent that the Transfer of such Receivables would cause an Event of Default (provided that such acknowledgment may be conditioned on the receipt by the Servicing Agent of cash in an amount equal to any Borrowing Base Deficiency that may result from such Transfer) and upon which acknowledgment the Seller and the Trustee may conclusively rely in determining the authority of the Company to make such Transfer of such Purchased Assets covered by such Seller Transfer Report) or (2) which was otherwise Transferred to the Seller and did not result in a positive Borrowing Base Deficiency (after giving effect to the disposition and application of the aggregate "Purchase Price" (as such term is defined in the Seller Purchase Agreement) (any such Transfer in either case being a "Permitted Transfer"), together with the Related Property and Collections relating thereto, to the Seller pursuant to the Seller Purchase Agreement, (i) upon satisfaction of each any and all Liens and/or other claims or interest in favor of the applicable provisions of Section 4.6 hereofAgent, (ii) in the case of Servicing Agent or any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) Lenders in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer such Purchased Assets shall be entitled to obtain a release from the Lien released, terminated and of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release further force or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositoreffect, in each case, without recourseany further action on the part of the Seller, representation the Company or warrantythe Trustee and (ii) the Agent, the Lenders and the Servicing Agent shall cease to have any further rights, title or interests in any such Purchased Assets and, without limiting the foregoing, such Purchased Assets shall not be part of the Collateral. (b) Each of the Agent, the Lenders and the Servicing Agent hereby agrees that it shall not contest or challenge, or join any other Person in contesting or challenging, the validity, enforceability, priority or perfection of the ownership interest of the Seller of any of the Purchased Assets which is the subject of a Permitted Transfer, or the validity, enforceability, priority or perfection of the ownership or security interest of any assignee of the Seller in such assets. (c) Except as expressly set forth herein, nothing contained in this Agreement shall, or shall be necessary to vest in the Depositor deemed to, restrict, impair or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian impose any condition with respect to the related Timeshare Loan Files exercise by the Agent, the Servicing Agent or the Lenders, on the one hand, or the Trust Parties, on the other hand, of any right, remedy, power or privilege under any Lender Document or Operative Document, respectively. (d) Each of the Agent, the Lenders and Timeshare Loan the Servicing Files being released pursuant Agent hereby agrees to this Section 4.7deliver to the Trustee or the Collateral Trustee, as applicable, all documents, releases and other agreements, and such files shall be transferred to take all other actions, which the Depositor Seller or its designeethe Trustee may reasonably request to evidence the release of the Agent's and the Lenders' Liens as described in clause (a) above.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under pursuant to Section 4.6 hereof, : (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and or (iiiii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall AmountsAmount, if any, pursuant and the delivery of the Timeshare Loan Files for the related Qualified Substitute Timeshare Loan to Section 4.6 hereofthe Custodian. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in fullfull or for which the assets securing such Timeshare Loan have been liquidated and remarketed in accordance with the Servicing Standard and all related recoveries have been deposited to the Collection Account. (c) In additionIf the Issuer exercises its right to prepay the Notes in whole or in part as provided in Section 2.11 hereof, at the written direction Issuer shall notify the Agent and the Indenture Trustee in writing of the Servicer, prepayment date and principal amount of Notes to be prepaid on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) prepayment date and the amount of interest and other amounts due and payable on deposit such date in accordance with this Indenture and the Note Funding Agreement. On the prepayment date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Funding Agreement as a result of such prepayment and the satisfaction of the conditions set forth in the General Reserve Account is at least equal to the General Reserve Account Required Balancefollowing paragraphs, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balancethen, the Indenture Trustee and the Custodian or the In-Transit Custodian, as applicable, shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of this Indenture those Timeshare Loans and the IndentureRelated Security, without additional paymentall monies due or to become due with respect thereto and all Collections with respect thereto from and including the last day of the Due Period immediately preceding the date of such release which the Indenture Trustee and the Custodian or the In-Transit Custodian, as applicable, are directed to release as described in the following paragraph. The Issuer shall provide to the Indenture Trustee and the Custodian or the In-Transit Custodian, as applicable, a list of the Timeshare Loans which are to be released, shall direct the Custodian or the In-Transit Custodian, as applicable, to release such Timeshare Loan Files in accordance with the Custodial Agreement or In-Transit Custodial Agreement, as applicable, and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans. In addition to receipt by the Indenture Trustee of the principal amount of the Notes to be prepaid, the interest thereon and other amounts due and payable in connection with such prepayment and the list of Timeshare Loans to be released, the following conditions shall be met before the Lien is released under this Section 4.7: (i) except with the prior written consent of the Agent and the Required Purchasers, after giving effect to such release, no Default, Servicer Event of Default, Amortization Event or Event of Default shall exist; (ii) as determined by the Agent and the Required Purchasers, after giving effect to such release, the remaining pool of Timeshare Loans in the Trust Estate meet all of the eligibility criteria set forth in the Transaction Documents; and (iii) as determined by the Agent and the Required Purchasers, the Timeshare Loans to be released from the Lien of this Indenture were not selected in a manner involving any selection procedures materially adverse to the Noteholders. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver as directed in writing such releases, endorsements and assignments as are provided to it by the DepositorDepositor or the Issuer, in each case, case without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each repurchased or substituted Timeshare Loan being released pursuant to this Section 4.7. The Servicer Custodian or the In-Transit Custodian, as applicable, shall deliver a Request for Release to the Custodian with respect to release the related Timeshare Loan Files and upon receipt of a Request for Release from the Servicer, substantially in the form of Exhibit B to the Custodial Agreement or the In-Transit Custodial Agreement, as applicable. (e) In connection with the release of Timeshare Loan Servicing Files being released pursuant to Loans as set forth in this Section 4.7, the Issuer and such files the Servicer shall be transferred to cooperate in providing the Depositor Agent or its designeeany Purchaser with reasonably requested information regarding the Trust Estate.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan or Closing Date Eligible Investment purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare LoanLoan or the related Closing Date Eligible Investment, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction request of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (viv) the Optional Purchase Limit is greater than zero and (viv) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum 88.5% of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee4.

Release of Lien. Lender agrees that in the event that (a) The Issuer any Lease is paid in full by the related Obligor and such payments (including any Deemed Collections) are not less than the Release Price with respect to such Lease, or (b) the Lender has received from a Borrower the Release Price in accordance with Section 2.5(c) with respect to any Lease for which a Borrower is entitled or required to obtain a release, or (c) any Lease shall cease to be a Lease hereunder as a result of a Substitution, Lender’s Lien arising under this Agreement in such Lease and the Related Security, including the Related Equipment, shall be released, and, upon Payment in Full of all of the Obligations, Lender’s Lien in the Collateral shall be released. Lender shall, at the applicable Borrower’s expense and request, promptly execute and deliver to such Borrower such instruments as are necessary to evidence such release. With respect to any Lease for which a Lien release is requested in a Monthly Servicing Report that is timely delivered pursuant to Section 7.1(a)(ii) to Lender, (1) the Borrowers shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releasesdocuments and instruments in connection with a release of a Lien on any Related Security, endorsements including the Related Equipment, at any time after the Settlement Date immediately following delivery of such Monthly Servicing Report, unless the Designated Representative has received notice from Lender disapproving such release on or before such Settlement Date, and assignments as are provided (2) Lender shall deliver to the Designated Representative by not later than the last day of the calendar month (or, if not a Business Day, the immediately following Business Day), after the receipt of such Monthly Servicing Report, each related Lease File then in Lender’s possession. Lender agrees to cooperate with the applicable Borrower, at the request of the Designated Representative, to expedite Lender’s delivery of instruments and documents to be delivered by it by the Depositorin connection with any Lien released under this Section if, in each caseLender’s reasonable discretion, without recourse, representation or warranty, as shall it would not be necessary burdensome on Lender to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designeedo so.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) So long as no Event of Default has occurred and is continuing, (v) Collateral may be released from the Optional Purchase Limit is greater than zero Lien and (vi) security created by this Agreement and the Aggregate Outstanding Note Balance is not greater other Security Agreements, as the case may be, at any time or from time to time in accordance with the express provisions of the Debt Instruments, this Agreement, the other Security Agreements and the Trust Indenture Act. In the case of Collateral consisting of cash or Temporary Cash Investments which are permitted to be withdrawn from the Trust Accounts and paid to Persons other than the Principal Advance Rate Percentage times Secured Creditors pursuant to Article III, such Collateral shall be released as provided herein without the sum need for any Officer's Certificate, Opinion of Counsel, release, waiver or other action. (b) Upon the request of the Aggregate Loan Balance Grantors and pursuant to an Officer's Certificate and an Opinion of Counsel certifying that all conditions precedent hereunder have been met (to be provided at the Prefunding Loan Balancesole cost and expense of the Grantors) and upon the satisfaction of such conditions precedent hereunder, the Indenture Trustee Collateral Agent shall release or shall consent (i) any portion of the Collateral as to the release of Defaulted Timeshare Loans that have not which the consent of the Representative of each class of Secured Creditors (including CSFB, the Funding Bank and each of the Participating Banks) has been purchasedobtained, repurchased and (ii) all Collateral upon discharge of all Obligations under the Debt Instruments and the Security Agreements. (c) Upon receipt of such Officer's Certificate and Opinion of Counsel described in paragraph (b) above, the Collateral Agent shall execute, deliver or substituted under acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Agreement or this Agreement and the other Security Agreements, as the case may be. Whenever Collateral is to be released pursuant to this Section 4.6 hereof from 4.5, the Collateral Agent shall execute any document or termination statement reasonably necessary to release the Lien of this Agreement or this Agreement and the Indentureother Security Agreements, without additional paymentas the case may be. (d) In The release of any Collateral from the terms of this Agreement or this Agreement and the other Security Agreements, as the case may be, will not be deemed to impair the Lien created by this Agreement in contravention of the provisions hereof. To the extent applicable, the Grantors shall cause Section 314(d) of the Trust Indenture Act relating to the release of property from the Lien arising out of the Security Agreements to be complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by any Responsible Officer of the Company; PROVIDED that to the extent required by Section 314(d) of the Trust Indenture Act, any such certificate or opinion shall be made by an independent engineer, appraiser or other expert (as such terms are set forth in Section 314(d) of the Trust Indenture Act), who is not an Affiliate of the Company or any other Grantor. (e) Notwithstanding the other provisions of this Section 4.5, if no Event of Default has occurred and is continuing, upon the Collateral Agent's receipt of the Total Loss Payment for a Vessel, together with all other amounts owing under the Debt Instruments and the Security Agreements in respect of such Vessel, the Collateral Agent shall (i) release such Vessel and any portion of the Collateral delivered in connection with (a), (b) such Vessel from the Lien of this Agreement and (cii) aboverelease the Company and the related Owner from any and all of its obligations hereunder, under the Issuer Debt Instruments and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release related Security Agreements to the Custodian extent they arise in connection with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designeeVessel.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the this Indenture for any Timeshare Loan purchased, Texas Tax Lien repurchased or substituted under pursuant to Section 4.6 4.04 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor Seller of the Repurchase Price Defective Texas Tax Lien Deposit Amount of the related Timeshare LoanTexas Tax Lien, and or (iiiii) in the case of any substitution, after payment by the Depositor of the any applicable Substitution Shortfall Amounts, if any, pursuant Amount and the delivery of the Texas Tax Lien Documents for the related Substitute Texas Tax Lien to Section 4.6 hereofthe Servicer. (b) The Issuer shall be entitled to obtain a release from the Lien of the this Indenture for any Timeshare Loan Texas Tax Lien which has been paid in full. (c) In addition, at The Issuer (or the written direction of the Servicer, Servicer on any Payment Date if (iits behalf) Available Funds are sufficient shall be entitled to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall obtain a release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of this Indenture for any REO Property to be disposed of by the Indenture, without additional paymentServicer in accordance with the provisions of the Servicing Agreement. (d) In connection with (a), (b) and (cb) above, the Issuer and Indenture Trustee will shall execute and deliver such releasesendorsements, endorsements assignments and assignments releases as are provided to it by the DepositorSeller, in each case, case without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designeeSeller, the legal and beneficial ownership of each Timeshare Loan repurchased or substituted Texas Tax Lien being released pursuant to this Section 4.7. The Servicer 4.05. (e) In connection with (c) above, the Indenture Trustee shall execute and deliver a Request for Release such endorsements, assignments and releases as are provided to it by the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7Servicer, and such files in each case without recourse, representation or warranty, as shall be transferred necessary to dispose of the Depositor or its designeeREO Property in accordance with the provisions of the Servicing Agreement.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required BalanceBalance (if such Payment Date is on or after October 2005), (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (viv) the Optional Purchase Limit is greater than zero and (viv) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum 91% of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 4.4 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.74.5. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.74.5, and such files shall be transferred to the Depositor or its designee.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under pursuant to Section 4.6 hereof, : (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and or (iiiii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall AmountsAmount, if any, pursuant and the delivery of the Timeshare Loan Files for the related Qualified Substitute Timeshare Loan to Section 4.6 hereofthe Custodian. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in fullfull or for which the assets securing such Timeshare Loan have been liquidated and remarketed in accordance with the Servicing Standard and all related recoveries have been deposited to the Collection Account. (c) In additionIf the Issuer exercises its right to prepay the Notes in whole or in part as provided in Section 2.11 hereof, at the written direction Issuer shall notify the Administrative Agent and the Indenture Trustee in writing of the Servicer, prepayment date and principal amount of Notes to be prepaid on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) prepayment date and the amount of interest and other amounts due and payable on deposit such date in accordance with this Indenture and the Note Funding Agreement. On the prepayment date, upon receipt by the KL2 2878899.10 Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Funding Agreement as a result of such prepayment and the satisfaction of the conditions set forth in the General Reserve Account is at least equal to the General Reserve Account Required Balancefollowing paragraphs, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balancethen, the Indenture Trustee and the Custodian shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of this Indenture those Timeshare Loans and the IndentureRelated Security, without additional paymentall monies due or to become due with respect thereto and all Collections with respect thereto from and including the last day of the Due Period immediately preceding the date of such release which the Indenture Trustee and the Custodian is directed to release as described in the following paragraph. The Issuer shall provide to the Indenture Trustee and the Custodian a list of the Timeshare Loans which are to be released, shall direct the Custodian to release such Timeshare Loan Files in accordance with the Custodial Agreement and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans. In addition to receipt by the Indenture Trustee of the principal amount of the Notes to be prepaid, the interest thereon and other amounts due and payable in connection with such prepayment and the list of Timeshare Loans to be released, the following conditions shall be met before the Lien is released under this Section 4.7: (i) except with the prior written consent of the Administrative Agent and the Required Purchasers, after giving effect to such release, no Default, Servicer Event of Default, Amortization Event or Event of Default shall exist; (ii) as determined by the Administrative Agent and the Required Purchasers, after giving effect to such release, the remaining pool of Timeshare Loans in the Trust Estate meet all of the eligibility criteria set forth in the Transaction Documents; and (iii) as determined by the Administrative Agent and the Required Purchasers, the Timeshare Loans to be released from the Lien of this Indenture were not selected in a manner involving any selection procedures materially adverse to the Noteholders. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver as directed in writing such releases, endorsements and assignments as are provided to it by the DepositorDepositor or the Issuer, in each case, case without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each repurchased or substituted Timeshare Loan being released pursuant to this Section 4.7. The Servicer Custodian shall deliver a Request for Release to the Custodian with respect to release the related Timeshare Loan Files and upon receipt of a Request for Release from the Servicer, substantially in the form of Exhibit B to the Custodial Agreement. (e) In connection with the release of Timeshare Loan Servicing Files being released pursuant to Loans as set forth in this Section 4.7, the Issuer and such files the Servicer shall be transferred to cooperate in providing the Depositor Administrative Agent or its designeeany Purchaser with reasonably requested information regarding the Trust Estate.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the this Indenture for any Timeshare Loan purchased, repurchased or substituted under pursuant to Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, 4.04 hereof after a payment by the Depositor Seller of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in fullfull or for which the assets securing such Timeshare Loan have been liquidated and remarketed in accordance with the Servicing Standard and all related Liquidation Proceeds have been deposited to the Collection Account. (c) In additionIf the Issuer exercises its right to prepay the Notes in part as provided in Section 2.11 hereof, at the written direction Issuer shall notify the Noteholders and the Indenture Trustee in writing of the Servicer, prepayment date and principal amount of Notes to be prepaid on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) prepayment date and the amount of interest and other amounts due and payable on deposit such date in accordance with this Indenture and the Note Purchase Agreement. On the prepayment date, upon receipt by the Indenture Trustee of all amounts to be paid to the Noteholders in accordance with this Indenture and the Note Purchase Agreement as a result of such prepayment and the satisfaction of the conditions set forth in the General Reserve Account is at least equal to the General Reserve Account Required Balancefollowing paragraphs, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balancethen, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of this Indenture those Timeshare Loans and the IndentureRelated Security, without additional paymentall monies due or to become due with respect thereto and all collections with respect thereto from and including the last day of the Due Period immediately preceding the date of such release which the Indenture Trustee is directed to release as described in the following paragraph. The Issuer shall provide to the Indenture Trustee and the Custodian a list of the Timeshare Loans which are to be released, shall direct the Custodian to release such Timeshare Loan Files in accordance with the Custodial Agreement and shall direct the Servicer to delete such Timeshare Loans from the Schedule of Timeshare Loans. In addition to receipt by the Indenture Trustee of the principal amount of the Notes to be prepaid, the interest thereon and other amounts due and payable in connection with such prepayment and the list of Timeshare Loans to be released, the following conditions shall be met before the Lien is released under this Section 4.05: (i) after giving effect to such release, no Default, Servicer Event of Default, an event which would commence a Rapid Amortization Event or Event of Default shall exist; (ii) as determined by the Majority Noteholders (with the agreement of the Issuer), after giving effect to such release, the remaining pool of Timeshare Loans in the Trust Estate meet all of the eligibility criteria set forth in the Transaction Documents; (iii) as determined by the Majority Noteholders (with the agreement of the Issuer), the Timeshare Loans to be released from the Lien of this Indenture were not selected in a manner involving any selection procedures materially adverse to the Noteholders; (iv) the aggregate Loan Balances of Timeshare Loans to be released does not exceed the prepayment amount; (v) each of the weighted average coupon and weighted average FICO score, of the Timeshare Loans is equal to or greater than it was prior to such prepayment; and (vi) the weighted average remaining term to maturity of the Timeshare Loans is equal to or less than it was prior to such prepayment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the DepositorSeller, in each case, case without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designeeSeller, the legal and beneficial ownership of each repurchased Timeshare Loan being released pursuant to this Section 4.74.05. The Servicer shall deliver a Request for Release to direct the Custodian with respect to release the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7upon receipt of a Request for Release from the Servicer, and such files shall be transferred to as provided for in the Depositor or its designeeCustodial Agreement.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction request of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (viv) the Optional Purchase Limit is greater than zero and (viv) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum 91% of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee4.

Release of Lien. (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) So long as no Event of Default has occurred and is continuing, (v) Collateral may be released from the Optional Purchase Limit is greater than zero Lien and (vi) security created by this Agreement and the Aggregate Outstanding Note Balance is not greater than other Security Agreements, as the Principal Advance Rate Percentage times case may be, at any time or from time to time in accordance with the sum express provisions of the Aggregate Loan Balance Debt Instruments, this Agreement and the Prefunding Loan Balanceother Security Agreements. (b) Upon the request of the Grantors and pursuant to an Officer's Certificate certifying that all conditions precedent hereunder have been met (to be provided at the sole cost and expense of the Grantors) and upon the satisfaction of such conditions precedent hereunder, the Indenture Collateral Agent and Trustee shall release or shall consent (i) any portion of the Collateral as to the release of Defaulted Timeshare Loans that have not which the consent of the Representative of each class of Secured Creditors has been purchasedobtained, repurchased and (ii) all Collateral upon discharge of all Obligations under the Debt Instruments and the Security Agreements. (c) Upon receipt of such Officer's Certificate described in paragraph (b) above, the Collateral Agent and Trustee shall, at the Company's expense, execute, deliver or substituted under acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Agreement or this Agreement and the other Security Agreements, as the case may be. Whenever Collateral is to be released pursuant to this Section 4.6 hereof from 3.3, the Collateral Agent and Trustee shall execute any document or termination statement reasonably necessary to release the Lien of this Agreement or this Agreement and the Indentureother Security Agreements, without additional paymentas the case may be. (d) In Notwithstanding the other provisions of this Section 3.3, so long as no Event of Default shall have occurred and be continuing, upon the Collateral Agent and Trustee's receipt of (i) any amounts payable to the Collateral Agent and Trustee, as Mortgagee, pursuant to Article I, Section 20 of the Mortgages, (ii) Event of Loss Proceeds or (iii) Net Available Cash attributable to a Sold Mortgaged Vessel for a Vessel, such amounts, Event of Loss Proceeds or Net Available Cash will be delivered to the Indenture Trustee for application pursuant to the terms of the Indenture; provided, however, if the Company is required to use such proceeds to redeem Notes pursuant to the Indenture, then all such amounts, Net Available Loss Proceeds or Net Available Cash attributable to such Sold Mortgaged Vessel received by the Collateral Agent and Trustee shall be distributed upon its receipt thereof by the Collateral Agent and Trustee in the order of priority specified below: FIRST: to the Lender, the Indenture Trustee and the Collateral Agent and Trustee, pro rata to each of them in accordance with the amounts owed, an amount equal to any accrued and unpaid fees due the Lender under the Credit Agreement, any Indenture Trustee and Collateral Agent and Trustee fees and all reasonable expenses and charges incurred by or on behalf of the Lender, the Indenture Trustee and the Collateral Agent and Trustee in connection with the ascertainment or protection of their respective rights and the pursuance of their respective remedies under the Debt Instruments or any of the Security Agreements (a)including the reasonable fees and expenses of counsel) in each case as certified in writing to the Collateral Agent and Trustee by the Lender, the Indenture Trustee or the Collateral Agent and Trustee, as the case may be; SECOND: to the Lender, an amount, as certified in writing to the Collateral Agent and Trustee by the Lender, equal to the sum of (bi) product of (x) the Vessel Percentage for such Vessel as of the applicable Sale Date or Loss Date, as the case may be, and (cy) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released any amounts owing pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian Credit Agreement with respect to Working Capital Loans and (ii) all accrued and unpaid interest thereon; THIRD: to the related Timeshare Loan Files Indenture Trustee for the benefit of the holders of the Notes, an amount, as certified in writing to the Collateral Agent and Timeshare Loan Servicing Files being released Trustee by the Indenture Trustee, equal to the Redemption Amount required to be redeemed pursuant to this Section 4.7, 4.17(b) of the Indenture; and such files shall be transferred FOURTH: to the Depositor Company, its successors or its designeeassigns, or to whomsoever may be lawfully entitled to receive the same, the excess, if any.