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 Trust2012-1105 Acceleration of Maturity; Rescission and Annulment: (a)If an Event of Default occurs and is continuing, theIndenture Trustee or the Noteholders of at least amajority of the Note Balance of the Controlling Classmay declare all of the Notes to be immediately due andpayable, by notice to the Issuer (and to the IndentureTrustee if given by the Noteholders). Upon any suchdeclaration, the unpaid Note Balance of the Notes,together with accrued and unpaid interest through thedate of acceleration, will become immediately due andpayable. (b) the Noteholders of at least a majority of theNote Balance of the Controlling Class, by notice to theIssuer and the Indenture Trustee, may rescind and annula declaration of acceleration of maturity and itsconsequences before a judgment or decree for paymentof the amount due has been obtained by the IndentureTrustee as provided in this Article # if: (i) the Issuer haspaid or deposited with the Indenture Trustee an amountsufficient to (A) pay all payments of principal of andinterest on the Notes and all other amounts that wouldthen be due under this Indenture or upon the Notes if theEvent of Default giving rise to such acceleration had notoccurred, (B) pay all amounts owed to the IndentureTrustee under Section #, and (C) pay all otheroutstanding fees and expenses of the Issuer, and (ii) allEvents of Default, other than the non-payment of theprincipal of the Notes that has become due solely bysuch acceleration, have been cured or waived asprovided in Section #.106 Remedies; Priorities.(a) If the Notes have been accelerated under Section #,the Indenture Trustee may do one or more of thefollowing (subject to Section #), and will upon directionby the Noteholders of a majority of the Note Balance ofthe Controlling Class:(i) institute a Proceeding in its own name and as trusteeof an express trust for the collection of all amounts thenpayable on the Notes or under this Indenture withrespect to the Notes, enforce any judgment obtained andcollect from the Issuer monies adjudged due;(ii) institute a Proceeding for the complete or partialforeclosure of this Indenture with respect to theCollateral;(iii) exercise any remedies of a secured party under theUCC and take any other action to protect and enforcethe rights and remedies of the Indenture Trustee and theNoteholders; and(iv) sell or otherwise liquidate all or any portion of theCollateral or rights or interest in the Collateral at one ormore public or private sales called and conducted in anymanner permitted by law.(b) Notwithstanding Section #, the Indenture Trustee isprohibited from selling or otherwise liquidating theCollateral unless: …The Event of Default is described in Section # and:(A) the Noteholders representing 100% of theOutstanding Amount of the Notes consent to such saleIf an Event of Default of the kind specified in Section6.01(d) or Section 6.01(e) hereof occurs, each Classof Notes shall automatically become due and payableat the sum of its then Outstanding Note Balance andunreimbursed Note Balance Write-Down Amounts, ifany, together with all accrued and unpaid interestthereon. If an Event of Default of the kind specified inSection 6.01(a) hereof occurs (other than as a resultof an Event of Default of the type described in Section6.01(d) or (e) hereof), the Indenture Trustee shall,upon notice from Holders (other than MORI or anAffiliate thereof) representing at least 66-2/3% of thethen Outstanding Note Balance of the Class A Notes(plus, if the payment of interest and principal on theClass A Notes is current, the consent of holders(other than MORI or an Affiliate thereof) representingat least a majority of the then Outstanding NoteBalance of the Class B Notes to the extent suchClass has failed to receive one or more payments ofinterest or principal), declare each Class of Notes tobe immediately due and payable at the sum of itsthen Outstanding Note Balance and unreimbursedNote Balance Write-Down Amounts, if any, plus allaccrued and unpaid interest thereon. If an Event ofDefault of the kind other than as specified in thepreceding two sentences occurs, the IndentureTrustee shall, upon notice from Holders (other thanMORI or an Affiliate thereof) representing at least 66-2/3% of the then Outstanding Note Balance of eachClass of Notes, declare each Class of Notes to beimmediately due and payable at the sum of its thenOutstanding Note Balance and unreimbursed NoteBalance Write-Down Amounts, if any, plus accruedand unpaid interest thereon.(a) If an Event of Default withrespect to the Notes occurs and is continuing ofwhich a Responsible Officer of the IndentureTrustee has actual knowledge, the IndentureTrustee shall immediately give notice to eachNoteholder as set forth in Section 7.02 hereof andshall solicit such Noteholders for advice. TheIndenture Trustee shall then take such action as sodirected by the Holders representing at least 66-2/3% of the then Outstanding Note Balance of eachClass of Notes subject to the provisions of thisIndenture and Servicing Agreement.(b) Following any acceleration ofthe Notes, the Indenture Trustee shall have all ofthe rights, powers and remedies with respect to theTrust Estate as are available to secured partiesunder the UCC or other applicable law, subject tosubsection (d) below. Such rights, powers andremedies may be exercised by the IndentureTrustee in its own name as trustee of an expresstrust.(c) If an Event of Defaultspecified in Section 6.01(a) hereof occurs and iscontinuing, the Indenture Trustee is authorized torecover judgment in its own name and as trustee ofCopyright © 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 26
U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1or liquidation; or(B) the proceeds of such sale or liquidation are expectedto be sufficient to pay in full all amounts owed by theIssuer to the Secured Parties including all principal ofand accrued interest on the Notes Outstanding.an express trust against the Issuer for the sum ofthe Aggregate Outstanding Note Balance andunreimbursed Note Balance Write-Down Amounts,if any, and interest remaining unpaid with respect tothe Notes.(d) If an Event of Default occursand is continuing, the Indenture Trustee may in itsdiscretion, and at the instruction of the Holdersrepresenting at least 66-2/3% of the then OutstandingNote Balance of each Class of Notes shall proceed toprotect and enforce its rights and the rights of theNoteholders by such appropriate judicial or otherproceedings as the Indenture Trustee shall deemmost effectual to protect and enforce any such rights,whether for the specific enforcement of any covenantor agreement in this Indenture and ServicingAgreement or in aid of the exercise of any powergranted herein, or to enforce any other properremedy. The Indenture Trustee shall notify theIssuer, the Rating Agencies, the Servicer and theNoteholders of any such action.(e) If (i) the Indenture Trustee shall have receivedinstructions within 45 days from the date noticepursuant to Section 6.03(a) hereof is first given fromHolders representing at least 66-2/3% of the thenOutstanding Note Balance of each Class of Notes tothe effect that such Persons approve of or request theliquidation of the Timeshare Loans or (ii) upon anEvent of Default set forth in Section 6.01(d) or (e)hereof, the Indenture Trustee shall to the extentlawful, promptly sell, dispose of or otherwise liquidatethe Timeshare Loans in a commercially reasonablemanner and on commercially reasonable terms,which shall include the solicitation of competitive bids;provided, however, that, upon an Event of Default setforth in Section 6.01(d) or (e) hereof, Holdersrepresenting at least 51% of the then OutstandingNote Balance of each Class of Notes may notify theIndenture Trustee that such liquidation shall notoccur. The Indenture Trustee may obtain a priordetermination from any conservator, receiver orliquidator of the Issuer that the terms and manner ofany proposed sale, disposition or liquidation arecommercially reasonable.107 Not included in the Benchmark. Indenture Trustee May File Proofs of Claim. In caseof the pendency of any receivership, insolvency,liquidation, bankruptcy, reorganization, arrangement,adjustment, composition or other judicial proceedingrelative to the Issuer, or any other obligor in respectof the Notes, or the property of the Issuer, or suchother obligor or their creditors, the Indenture Trustee(irrespective of whether the principal of the Notesshall then be due and payable as therein expressedor by declaration or otherwise and irrespective ofwhether the Indenture Trustee shall have made anydemand on the Issuer for the payment of overdueprincipal or interest) shall be entitled and empowered,by intervention in such proceeding or otherwise:Copyright © 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 27
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