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 Trust2012-1(i) to file and prove a claimfor the whole amount of principal andinterest owing and unpaid in respect of theNotes and to file such other papers ordocuments as may be necessary oradvisable in order to have the claims of theIndenture Trustee and any predecessorIndenture Trustee (including any claim forthe reasonable compensation, expenses,disbursements and advances of theIndenture Trustee and any predecessorIndenture Trustee, their agents and counsel)and of the Noteholders allowed in suchjudicial proceeding;(ii) to collect and receive anymoneys or other property payable ordeliverable on any such claims and todistribute the same; and(iii) to participate as amember, voting or otherwise, of any officialcommittee of creditors appointed in suchmatter;and any custodian, receiver, liquidator, assignee,trustee, sequestrator or other similar official in anysuch judicial proceeding is hereby authorized by eachNoteholder to make such payments to the IndentureTrustee and to pay to the Indenture Trustee anyamount due it for the reasonable compensation,expenses, disbursements and advances of theIndenture Trustee and any predecessor IndentureTrustee, their agents and counsel, and any otheramounts due the Indenture Trustee and anypredecessor Indenture Trustee under Section 7.06108 Not included in the Benchmark. Indenture Trustee May Enforce Claims WithoutPossession of Notes.All rights of action and claims under this Indentureand Servicing Agreement, the Notes, the TimeshareLoans or the other assets constituting the TrustEstate may be prosecuted and enforced by theIndenture Trustee without the possession of any ofthe Notes or the production thereof in any proceedingrelating thereto, and any such proceeding institutedby the Indenture Trustee shall be brought in its ownname as trustee of an express trust, and any recoveryof judgment shall, after provisions for the payment ofreasonable compensation, expenses, disbursementsand advances of the Indenture Trustee and anypredecessor Indenture Trustee, their agents andcounsel, be for the benefit of the Noteholders inrespect of which such judgment has been recovered,and distributed pursuant to the priorities contemplatedby Section 3.04 hereof and Section 6.06 hereofCopyright © 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 28
U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1109 Not included in the Benchmark. Limitation on Suits.No Noteholder, solely by virtue of its status asNoteholder, shall have any right by virtue or byavailing of any provision of this Indenture andServicing Agreement to institute any suit, action orproceeding in equity or at law upon or under or withrespect to this Indenture and Servicing Agreement,unless an Event of Default shall have occurred and iscontinuing and the Holders of Notes evidencing notless than 25% of the then Outstanding Note Balanceof each Class of Notes shall have made writtenrequest upon the Indenture Trustee to institute suchaction, suit or proceeding in its own name asIndenture Trustee hereunder and shall have offeredto the Indenture Trustee such reasonable indemnityas it may require against the cost, expenses andliabilities to be incurred therein or thereby, and theIndenture Trustee, for 60 days after its receipt of suchnotice, request and offer of indemnity, shall haveneglected or refused to institute any such action, suitor proceeding and no direction inconsistent with suchwritten request has been given such IndentureTrustee during such 60-day period by suchNoteholders; it being understood and intended, andbeing expressly covenanted by each Noteholder withevery other Noteholder and the Indenture Trustee,that no one or more Noteholders shall have any rightin any manner whatever by virtue or by availing of anyprovision of this Indenture and Servicing Agreementto affect, disturb or prejudice the rights of the Holdersof any other of such Notes, or to obtain or seek toobtain priority over or preference to any other suchHolder, or to enforce any right under this Indentureand Servicing Agreement, except in the mannerherein provided and for the benefit of all Noteholders.For the protection and enforcement of the provisionsof this Section 6.07, each and every Noteholder andthe Indenture Trustee shall be entitled to such reliefas can be given either at law or in equity.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 29
Page 1 and 2: June 28, 2012SEC Rule 17g-7SEC Rule
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