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)132 Not included in the Benchmark. A “Servicer Event of Default” means theoccurrence and continuance of any of thefollowing events:Failure by the Servicer to make anyrequired payment, transfer or depositwhen due hereunder and thecontinuance of such default for a periodof three Business Days;Failure by the Servicer to provide anyrequired report within five Business Daysof when such report is required to bedelivered hereunder;Any failure by the Servicer to observe orperform in any material respect anycovenant or agreement of the Servicercontained in this Indenture and ServicingAgreement or any other TransactionDocument which failure has a materialadverse effect on the Noteholders;Any representation or warranty made bythe Servicer in this Indenture andServicing Agreement or any otherTransaction Document shall prove to beincorrect in any material respect as ofthe time when the same shall have beenmade, and such breach is not remediedwithin 30 days (or, if the Servicer shallprovide evidence satisfactory to theIndenture Trustee that such covenantcannot be cured in the 30 day period andthat it is diligently pursuing a cure, 60days) after the earlier of (x) the Servicerfirst acquiring knowledge thereof, and (y)the Indenture Trustee’s giving writtennotice thereof to the Servicer;The entry by a court having jurisdiction inthe premises of (A) a decree or order forrelief in respect of the Servicer in aninvoluntary case or proceeding underany applicable federal or statebankruptcy, insolvency, reorganization,or other similar law or (B) a decree ororder adjudging the Servicer a bankruptor insolvent, or approving as properlyfiled a petition seeking reorganization,arrangement, adjustment, orcomposition of or in respect of theServicer under any applicable federal orstate law, or appointing a custodian,receiver, liquidator, assignee, trustee,sequestrator, or other similar official ofthe Servicer, or of any substantial part ofits property, or ordering the winding upor liquidation of its affairs, and thecontinuance of any such decree or orderfor relief or any such other decree ororder unstayed and in effect for a periodof 60 consecutive days; orThe commencement by the Servicer of avoluntary case or proceeding under anyCopyright © 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 36
U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1applicable federal or state bankruptcy,insolvency, reorganization, or othersimilar law or of any other case orproceeding to be adjudicated a bankruptor insolvent, or the consent by either tothe entry of a decree or order for relief inrespect of the Servicer in an involuntarycase or proceeding under any applicablefederal or state bankruptcy, insolvency,reorganization, or other similar law or tothe commencement of any bankruptcy orinsolvency case or proceeding against it,or the filing by it of a petition or answeror consent seeking reorganization orrelief under any applicable federal orstate law, or the consent by it to the filingof such petition or to the appointment ofor taking possession by a custodian,receiver, liquidator, assignee, trustee,sequestrator, or similar official of theServicer or of any substantial part of itsproperty, or the making by it of anassignment for the benefit of creditors,or the Servicer’s failure to pay its debtsgenerally as they become due, or thetaking of corporate action by theServicer in furtherance of any suchaction.133 Not included in the Benchmark. If any Servicer Event of Default shall haveoccurred and not been waived hereunder, theIndenture Trustee may, and upon notice fromHolders representing at least 51% of the thenOutstanding Note Balance of each Class of Notesshall, terminate, on behalf of the Noteholders, bynotice in writing to the Servicer, all of the rightsand obligations of the Servicer, as Servicer underthis Indenture and Servicing Agreement134 Not included in the Benchmark. If any Authorized Officer of the Servicer shallhave knowledge of the occurrence of a default bythe Servicer hereunder, the Servicer shallpromptly notify the Indenture Trustee, the Issuer,the Back-Up Servicer, the Rating Agencies andthe Initial Purchasers, and shall specify in suchnotice the action, if any, the Servicer is taking inrespect of such default. Unless consented to bythe Holders representing at least 51% of the thenOutstanding Note, Balance of each Class ofNotes, neither the Issuer nor the IndentureTrustee may waive any Servicer Event of Default135 Not included in the Benchmark. If any Servicer Event of Default or Event ofDefault shall have occurred and not been waivedhereunder, the Indenture Trustee shall direct theAgent (as defined under the Control AccountIntercreditor Agreement) to direct the ControlAccount Banks to remit all funds relating to theTimeshare Loans to the Collection Account. TheServicer shall cause to be delivered, notices tothe Obligors related to the Timeshare Loans,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 37
Page 1 and 2: June 28, 2012SEC Rule 17g-7SEC Rule
Page 3 and 4: U.S. Equipment Loans and Leases ABS
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