Marriott Vacation Club Owner Trust 2012-1 - Standard and Poor's ...

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U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Enforcement mechanism(s)104 Events of Default. the occurrence of any one of thefollowing events will constitute an event of default underthis Indenture (each, an “Event of Default”): … anyrepresentation or warranty of the Issuer made in thisIndenture or in any Officer’s Certificate or otherdocument delivered pursuant to or in connection withthis Indenture proves to have been incorrect in anymaterial respect as of the time made and, in each case,such failure or incorrectness continues for a period of 60days after notice was given to the Issuer by theIndenture Trustee or to the Issuer and the IndentureTrustee by the Note holders of at least 25% of the NoteBalance of the Controlling Class specifying such failureor incorrectness, requiring it to be remedied and statingthat such notice is a “Notice of Default”.“Event of Default” wherever used herein with respectto Notes, means any one of the following:(a) default in the payment ofinterest on any Class of Notes within two BusinessDays after the same becomes due and payable(determined irrespective of Available Funds) or afailure to reduce the Outstanding Note Balance ofany Class of Notes to zero and to reimburse all theNote Balance Write-Down Amounts, if any, at theStated Maturity;(b) a non-monetary default in theperformance, or breach, of any covenant of theIssuer in this Indenture and Servicing Agreement(other than a covenant dealing with a default in theperformance of which or the breach of which isspecifically dealt with elsewhere in this Section6.01), the continuance of such default or breach fora period of 30 days (or, if the Issuer shall provideevidence satisfactory to the Indenture Trustee thatsuch covenant cannot be cured in the 30 day periodand that it is diligently pursuing a cure, 60 days)after the earlier of (x) the Issuer first acquiringknowledge thereof, and (y) the Indenture Trustee’sgiving written notice thereof to the Issuer; provided,however, that if such default or breach is in respectof the covenants contained in Section 8.06(a)(i) or(ii), there shall be no grace period whatsoever; or(c) if any representation orwarranty of the Issuer made in this Indenture andServicing Agreement shall prove to be incorrect inany material respect as of the time when the sameshall have been made, and such breach is notremedied within 30 days (or, if the Issuer shallprovide evidence satisfactory to the IndentureTrustee that such representation or warranty cannotbe cured in the 30 day period and that it is diligentlypursuing a cure, 60 days) after the earlier of (x) theIssuer first acquiring knowledge thereof, and (y) theIndenture Trustee’s giving written notice thereof tothe Issuer; or(d) the entry by a court havingjurisdiction in the premises of (i) a decree or orderfor relief in respect of the Issuer in an involuntarycase or proceeding under any applicable federal orstate bankruptcy, insolvency, reorganization, orother similar law or (ii) a decree or order adjudgingthe Issuer a bankrupt or insolvent, or approving asproperly filed a petition seeking reorganization,arrangement, adjustment, or composition of or inrespect of the Issuer under any applicable federalor state law, or appointing a custodian, receiver,liquidator, assignee, trustee, sequestrator, or othersimilar official of the Issuer, or of any substantialpart of its property, or ordering the winding up orliquidation of its affairs, and the continuance of anysuch decree or order for relief or any such otherCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 24
U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1decree or order unstayed and in effect for a periodof 60 consecutive days; or(e) the commencement by theIssuer of a voluntary case or proceeding under anyapplicable federal or state bankruptcy, insolvency,reorganization, or other similar law or of any othercase or proceeding to be adjudicated a bankrupt orinsolvent, or the consent by either to the entry of adecree or order for relief in respect of the Issuer inan involuntary case or proceeding under anyapplicable federal or state bankruptcy, insolvency,reorganization, or other similar law or to thecommencement of any bankruptcy or insolvencycase or proceeding against it, or the filing by it of apetition or answer or consent seekingreorganization or relief under any applicable federalor state law, or the consent by it to the filing of suchpetition or to the appointment of or takingpossession by a custodian, receiver, liquidator,assignee, trustee, sequestrator, or similar official ofthe Issuer or of any substantial part of its property,or the making by it of an assignment for the benefitof creditors, or the Issuer’s failure to pay its debtsgenerally as they become due, or the taking ofcorporate action by the Issuer in furtherance of anysuch action; or(f) the Issuer becoming subjectto registration as an “investment company” underthe Investment Company Act of 1940, as amended;or(g) the impairment of the validityof any security interest of the Indenture Trustee inthe Trust Estate in any material respect, except asexpressly permitted hereunder, or the creation ofany material encumbrance on all or any portion ofthe Trust Estate not otherwise permitted which isnot stayed or released within 10 days of the Issuerhaving knowledge of its creation; orany default of the Seller of its obligation to repurchaseor substitute a Timeshare Loan under the SaleAgreement within the relevant time periodCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 25
Page 1 and 2: June 28, 2012SEC Rule 17g-7SEC Rule
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