Common use of Hedge Reserve Account Clause in Contracts

Hedge Reserve Account. (a) The Seller hereby directs the Servicer, for the benefit of the Hedge Counterparty, to establish and maintain or cause to be established and maintained in the name of the Trustee and for the Trustee, on behalf of the Hedge Counterparty, with a Qualified Depository Institution (which initially shall be the Trustee) a segregated trust account (the “Hedge Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Hedge Counterparty. The Seller does hereby transfer, assign, set over and otherwise convey to the Trust for the benefit of the Hedge Counterparty, without recourse, all of its right, title and interest (if any) in, to and under the Hedge Reserve Account, any cash and/or investments on deposit therein and any proceeds of the foregoing, including the investment earnings. The Hedge Reserve Account shall be owned by, and under the sole dominion and control of, the Trustee for the benefit of the Hedge Counterparty. If, at any time, the institution holding the Hedge Reserve Account ceases to be a Qualified Depository Institution, the Seller shall direct the Servicer to establish within 10 Business Days a new Hedge Reserve Account meeting the conditions specified above with a Qualified Depository Institution, transfer any cash and/or any investment to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be the “Hedge Reserve Account.” In addition, after five days notice to the Trustee, the Seller may direct the Servicer to establish a new Hedge Reserve Account meeting the conditions specified above with a different Qualified Depository Institution, transfer any cash and/or investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be, the “Hedge Reserve Account.” Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Hedge Reserve Account for the purposes of carrying out the Servicer’s or Trustee’s duties hereunder. (b) The Servicer shall deposit $1,700,000 into the Hedge Reserve Account on the Closing Date. On each Distribution Date prior to the termination of the Hedge Reserve Account pursuant to subsection 4.22(d), the Trustee at the direction of the Servicer shall deposit in the Hedge Reserve Account an amount equal to the amount specified in, and otherwise in accordance with, subsection 4.11(t). Funds on deposit in the Hedge Reserve Account (after giving effect to any withdrawals from the Hedge Reserve Account) shall be invested by the Trustee at the direction of the Servicer in Permitted Investments so that funds will be available for withdrawal on the following Distribution Date. The interest and other investment income (net of investment expenses and losses) earned on such investments shall be deposited in the Collection Account each Distribution Date following and treated as Collections of Finance Charge Receivables allocated to the Series 2007-1 Certificates for the preceding Due Period and available to be applied as Available Funds. (c) Upon termination of any Interest Rate Swap Agreement for which a partial or early termination fee (such fee, a “Hedge Termination Fee”) is incurred pursuant to the terms of the applicable Interest Rate Swap Agreement, the Trustee shall, at the written direction of the Servicer, withdraw the amount of such termination fee from the Hedge Reserve Account and distribute such termination fee directly to the applicable Hedge Counterparty. If more than one Hedge Termination Fee shall be outstanding at any time, the Trustee shall make such distributions to the applicable Hedge Counterparties in the following order of priority: first, to the Hedge Counterparty for the Class A Swap; second, to the Hedge Counterparty for the Class M Swap; and third, to the Hedge Counterparty for the Class B Swap. (d) The Hedge Reserve Account shall be terminated following the earliest to occur of (a) the Lane Xxxxxx Portfolio Distribution Date, (b) February 15, 2008, (c) the date on which the Originator acquires the Lane Xxxxxx Portfolio, and (d) the termination of the Trust pursuant to the Agreement. Upon the termination of the Hedge Reserve Account, all amounts on deposit therein (after giving effect to any withdrawal from the Hedge Reserve Account on such date as described above) shall be distributed to the Holder of the Exchangeable Seller Certificate.

Hedge Reserve Account. (aThe Issuer may exercise at any time an option to fund a hedge reserve account as set forth in this Section 3.02(e) The Seller hereby directs to fully or partially fund its hedging obligations hereunder in lieu of executing Hedge Agreements by providing notice to the Servicer, for the benefit Administrative Agent and the Indenture Trustee. The Issuer may also on any Hedge Determination Date, Payment Date or Funding Date, revoke its option to fund a hedge reserve account at any time by sending written notice to the Servicer, the Administrative Agent and the Indenture Trustee; provided that at the time of such full or partial revocation the Implied Hedge Amount is equal to or greater than the Outstanding Note Balance. The Issuer may elect multiple exercises and multiple revocations of its option to fund a hedge reserve account as set forth in this Section 3.02(e). Whenever the Issuer initially elects to exercise the Hedge CounterpartyReserve Option, to establish and maintain or the Indenture Trustee shall cause to be established and shall cause to be maintained in the name of the Trustee and for the Trustee, on behalf of the Hedge Counterparty, with a Qualified Depository Institution (which initially shall be the Trustee) a segregated trust an account (the “Hedge Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held ) for the benefit of the Hedge Counterparty. The Seller does hereby transfer, assign, set over and otherwise convey to the Trust for the benefit of the Hedge Counterparty, without recourse, all of its right, title and interest (if any) in, to and under the Hedge Reserve Account, any cash and/or investments on deposit therein and any proceeds of the foregoing, including the investment earningsNoteholders. The Hedge Reserve Account shall be owned byan Eligible Bank Account initially established at the Corporate Trust Office of the Indenture Trustee, bearing the designation “Marriott Vacations Worldwide Owner Trust 2011-1 – Hedge Reserve Account, Xxxxx Fargo Bank, National Association, as Indenture Trustee for the benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title and interest in all funds on deposit from time to time in the Hedge Reserve Account and in all proceeds thereof. The Hedge Reserve Account shall be under the sole dominion and control of, of the Indenture Trustee for the benefit of the Hedge CounterpartyNoteholders as their interests appear in the Trust Estate. If, at any time, the institution holding the Hedge Reserve Account ceases to be a Qualified Depository Institutionan Eligible Bank Account, the Seller Indenture Trustee shall direct the Servicer to establish within 10 two Business Days establish a new Hedge Reserve Account meeting the conditions specified above with a Qualified Depository Institutionwhich shall be an Eligible Bank Account, transfer any cash and/or any investment investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be the “Hedge Reserve Account.” In addition, after five days notice to Amounts on deposit in the Trustee, the Seller may direct the Servicer to establish a new Hedge Reserve Account meeting the conditions specified above shall be invested in accordance with a different Qualified Depository InstitutionSection 3.01 hereof. Funding, transfer any cash and/or investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be, the “Hedge Reserve Account.” Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Hedge Reserve Account for the purposes of carrying out the Servicer’s or Trustee’s duties hereunder. (b) The Servicer shall deposit $1,700,000 into the Hedge Reserve Account on the Closing Date. On each Distribution Date prior to the termination of the Hedge Reserve Account pursuant to subsection 4.22(d), the Trustee at the direction of the Servicer shall deposit in the Hedge Reserve Account an amount equal to the amount specified in, and otherwise in accordance with, subsection 4.11(t). Funds on deposit in the Hedge Reserve Account (after giving effect to any withdrawals from the Hedge Reserve Account) shall be invested by the Trustee at the direction of the Servicer in Permitted Investments so that funds will be available for withdrawal on the following Distribution Date. The interest and other investment income (net of investment expenses and losses) earned on such investments shall be deposited in the Collection Account each Distribution Date following and treated as Collections of Finance Charge Receivables allocated to the Series 2007-1 Certificates for the preceding Due Period and available to be applied as Available Funds. (c) Upon termination of any Interest Rate Swap Agreement for which a partial or early termination fee (such fee, a “Hedge Termination Fee”) is incurred pursuant to the terms of the applicable Interest Rate Swap Agreement, the Trustee shall, at the written direction of the Servicer, withdraw the amount of such termination fee from the Hedge Reserve Account and distribute such termination fee directly to the applicable Hedge Counterparty. If more than one Hedge Termination Fee shall be outstanding at any time, the Trustee shall make such distributions to the applicable Hedge Counterparties made in the following order of priority: first, to the Hedge Counterparty for the Class A Swap; second, to the Hedge Counterparty for the Class M Swap; and third, to the Hedge Counterparty for the Class B Swap. (d) The Hedge Reserve Account shall be terminated following the earliest to occur of (a) the Lane Xxxxxx Portfolio Distribution Date, (b) February 15, 2008, (c) the date on which the Originator acquires the Lane Xxxxxx Portfolio, and (d) the termination of the Trust pursuant to the Agreement. Upon the termination of the Hedge Reserve Account, all amounts on deposit therein (after giving effect to any withdrawal from the Hedge Reserve Account on such date as described above) shall be distributed to the Holder of the Exchangeable Seller Certificate.manner:

Hedge Reserve Account. (a) The Seller hereby directs the Servicer, for the benefit of the Hedge Counterparty, to establish and maintain or cause Indenture Trustee has caused to be established and shall cause to be maintained in the name of the Trustee and for the Trustee, on behalf of the Hedge Counterparty, with a Qualified Depository Institution (which initially shall be the Trustee) a segregated trust an account (the “Hedge Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held ) for the benefit of the Hedge Counterparty. The Seller does hereby transfer, assign, set over and otherwise convey to the Trust for the benefit of the Hedge Counterparty, without recourse, all of its right, title and interest (if any) in, to and under the Hedge Reserve Account, any cash and/or investments on deposit therein and any proceeds of the foregoing, including the investment earningsNoteholders. The Hedge Reserve Account shall be owned byan Eligible Bank Account initially established at the Corporate Trust Office of the Indenture Trustee, bearing the designation “Diamond Resorts Issuer 2008 LLC – Hedge Reserve Account, Xxxxx Fargo Bank, National Association, as Indenture Trustee for the benefit of the Secured Parties”. The Indenture Trustee on behalf of the Secured Parties shall possess all right, title and interest in all funds on deposit from time to time in the Hedge Reserve Account and in all proceeds thereof. The Hedge Reserve Account shall be under the sole dominion and control of, of the Indenture Trustee for the benefit of the Hedge CounterpartySecured Parties as their interests appear in the Trust Estate. If, at any time, the institution holding the Hedge Reserve Account ceases to be a Qualified Depository Institutionan Eligible Bank Account, the Seller shall direct the Servicer to Indenture Trustee shall, in accordance with Section 3.1(l), establish within 10 Business Days a new Hedge Reserve Account meeting (which if not maintained by the conditions specified above with a Qualified Depository InstitutionIndenture Trustee is subject to an account control agreement satisfactory to the Indenture Trustee and the Administrative Agent) which shall be an Eligible Bank Account, transfer any cash and/or any investment investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be the “Hedge Reserve Account.” In addition, after five days notice to Amounts on deposit in the Trustee, the Seller may direct the Servicer to establish a new Hedge Reserve Account meeting the conditions specified above shall be invested in accordance with a different Qualified Depository InstitutionSection 3.1 hereof. Funding, transfer any cash and/or investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be, the “Hedge Reserve Account.” Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Hedge Reserve Account for the purposes of carrying out the Servicer’s or Trustee’s duties hereunder. (b) The Servicer shall deposit $1,700,000 into the Hedge Reserve Account on the Closing Date. On each Distribution Date prior to the termination of the Hedge Reserve Account pursuant to subsection 4.22(d), the Trustee at the direction of the Servicer shall deposit in the Hedge Reserve Account an amount equal to the amount specified in, and otherwise in accordance with, subsection 4.11(t). Funds on deposit in the Hedge Reserve Account (after giving effect to any withdrawals from the Hedge Reserve Account) shall be invested by the Trustee at the direction of the Servicer in Permitted Investments so that funds will be available for withdrawal on the following Distribution Date. The interest and other investment income (net of investment expenses and losses) earned on such investments shall be deposited in the Collection Account each Distribution Date following and treated as Collections of Finance Charge Receivables allocated to the Series 2007-1 Certificates for the preceding Due Period and available to be applied as Available Funds. (c) Upon termination of any Interest Rate Swap Agreement for which a partial or early termination fee (such fee, a “Hedge Termination Fee”) is incurred pursuant to the terms of the applicable Interest Rate Swap Agreement, the Trustee shall, at the written direction of the Servicer, withdraw the amount of such termination fee from the Hedge Reserve Account and distribute such termination fee directly to the applicable Hedge Counterparty. If more than one Hedge Termination Fee shall be outstanding at any time, the Trustee shall make such distributions to the applicable Hedge Counterparties made in the following order of priority: first, to the Hedge Counterparty for the Class A Swap; second, to the Hedge Counterparty for the Class M Swap; and third, to the Hedge Counterparty for the Class B Swap. (d) The Hedge Reserve Account shall be terminated following the earliest to occur of (a) the Lane Xxxxxx Portfolio Distribution Date, (b) February 15, 2008, (c) the date on which the Originator acquires the Lane Xxxxxx Portfolio, and (d) the termination of the Trust pursuant to the Agreement. Upon the termination of the Hedge Reserve Account, all amounts on deposit therein (after giving effect to any withdrawal from the Hedge Reserve Account on such date as described above) shall be distributed to the Holder of the Exchangeable Seller Certificate.manner:

Hedge Reserve Account. (a) The Seller hereby directs the Servicer, for the benefit of the Hedge Counterparty, to establish and maintain or cause Indenture Trustee has caused to be established and shall cause to be maintained in the name of the Trustee and for the Trustee, on behalf of the Hedge Counterparty, with a Qualified Depository Institution (which initially shall be the Trustee) a segregated trust an account (the “Hedge Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held ) for the benefit of the Hedge Counterparty. The Seller does hereby transfer, assign, set over and otherwise convey to the Trust for the benefit of the Hedge Counterparty, without recourse, all of its right, title and interest (if any) in, to and under the Hedge Reserve Account, any cash and/or investments on deposit therein and any proceeds of the foregoing, including the investment earningsNoteholders. The Hedge Reserve Account shall be owned byan Eligible Bank Account initially established at the Corporate Trust Office of the Indenture Trustee, bearing the designation “Diamond Resorts Issuer 2008 LLC – Hedge Reserve Account, Xxxxx Fargo Bank, National Association, as Indenture Trustee for the benefit of the Secured Parties”. The Indenture Trustee on behalf of the Secured Parties shall possess all right, title and interest in all funds on deposit from time to time in the Hedge Reserve Account and in all proceeds thereof. The Hedge Reserve Account shall be under the sole dominion and control of, of the Indenture Trustee for the benefit of the Hedge CounterpartySecured Parties as their interests appear in the Trust Estate. If, at any time, the institution holding the Hedge Reserve Account ceases to be a Qualified Depository Institutionan Eligible Bank Account, the Seller shall direct the Servicer to Indenture Trustee shall, in accordance with Section 3.1(l), establish within 10 Business Days a new Hedge Reserve Account meeting (which if not maintained by the conditions specified above with a Qualified Depository InstitutionIndenture Trustee is subject to an account control agreement satisfactory to the Indenture Trustee and the Administrative Agent) which shall be an Eligible Bank Account, transfer any cash and/or any investment investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be the “Hedge Reserve Account.” In addition, after five days notice to Amounts on deposit in the Trustee, the Seller may direct the Servicer to establish a new Hedge Reserve Account meeting shall be invested in accordance with Section 3.1 hereof. Deposits to the conditions specified above with a different Qualified Depository Institution, transfer any cash and/or investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is establishedshall be made in accordance with Section 3.4 hereof. Funding, it shall be, the “Hedge Reserve Account.” Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Hedge Reserve Account for the purposes of carrying out the Servicer’s or Trustee’s duties hereunder. (b) The Servicer shall deposit $1,700,000 into the Hedge Reserve Account on the Closing Date. On each Distribution Date prior to the termination of the Hedge Reserve Account pursuant to subsection 4.22(d), the Trustee at the direction of the Servicer shall deposit in the Hedge Reserve Account an amount equal to the amount specified in, and otherwise in accordance with, subsection 4.11(t). Funds on deposit in the Hedge Reserve Account (after giving effect to any withdrawals from the Hedge Reserve Account) shall be invested by the Trustee at the direction of the Servicer in Permitted Investments so that funds will be available for withdrawal on the following Distribution Date. The interest and other investment income (net of investment expenses and losses) earned on such investments shall be deposited in the Collection Account each Distribution Date following and treated as Collections of Finance Charge Receivables allocated to the Series 2007-1 Certificates for the preceding Due Period and available to be applied as Available Funds. (c) Upon termination of any Interest Rate Swap Agreement for which a partial or early termination fee (such fee, a “Hedge Termination Fee”) is incurred pursuant to the terms of the applicable Interest Rate Swap Agreement, the Trustee shall, at the written direction of the Servicer, withdraw the amount of such termination fee from the Hedge Reserve Account and distribute such termination fee directly to the applicable Hedge Counterparty. If more than one Hedge Termination Fee shall be outstanding at any time, the Trustee shall make such distributions to the applicable Hedge Counterparties made in the following order of priority: first, to the Hedge Counterparty for the Class A Swap; second, to the Hedge Counterparty for the Class M Swap; and third, to the Hedge Counterparty for the Class B Swap. (d) The Hedge Reserve Account shall be terminated following the earliest to occur of (a) the Lane Xxxxxx Portfolio Distribution Date, (b) February 15, 2008, (c) the date on which the Originator acquires the Lane Xxxxxx Portfolio, and (d) the termination of the Trust pursuant to the Agreement. Upon the termination of the Hedge Reserve Account, all amounts on deposit therein (after giving effect to any withdrawal from the Hedge Reserve Account on such date as described above) shall be distributed to the Holder of the Exchangeable Seller Certificate.manner:

Hedge Reserve Account. (a) The Seller hereby directs Whenever the Servicer, for the benefit of Issuer initially elects to exercise the Hedge CounterpartyReserve Option or is required to fund a hedge reserve account, to establish and maintain or in each case in accordance with Section 3.03(c), the Indenture Trustee shall cause to be established and shall cause to be maintained in the name of the Trustee and for the Trustee, on behalf of the Hedge Counterparty, with a Qualified Depository Institution (which initially shall be the Trustee) a segregated trust an account (the “Hedge Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held ) for the benefit of the Hedge Counterparty. The Seller does hereby transfer, assign, set over and otherwise convey to the Trust for the benefit of the Hedge Counterparty, without recourse, all of its right, title and interest (if any) in, to and under the Hedge Reserve Account, any cash and/or investments on deposit therein and any proceeds of the foregoing, including the investment earningsNoteholders. The Hedge Reserve Account shall be owned byan Eligible Bank Account initially established at the Corporate Trust Office of the Indenture Trustee, bearing the designation “Marriott Vacations Worldwide Owner Trust 2011-1 – Hedge Reserve Account, Xxxxx Fargo Bank, National Association, as Indenture Trustee for the benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title and interest in all funds on deposit from time to time in the Hedge Reserve Account and in all proceeds thereof. The Hedge Reserve Account shall be under the sole dominion and control of, of the Indenture Trustee for the benefit of the Hedge CounterpartyNoteholders as their interests appear in the Trust Estate. If, at any time, the institution holding the Hedge Reserve Account ceases to be a Qualified Depository Institutionan Eligible Bank Account, the Seller Indenture Trustee shall direct the Servicer to establish within 10 two Business Days establish a new Hedge Reserve Account meeting the conditions specified above with a Qualified Depository Institutionwhich shall be an Eligible Bank Account, transfer any cash and/or any investment investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be the “Hedge Reserve Account.” In addition, after five days notice to Amounts on deposit in the Trustee, the Seller may direct the Servicer to establish a new Hedge Reserve Account meeting the conditions specified above shall be invested in accordance with a different Qualified Depository InstitutionSection 3.01 hereof. Funding, transfer any cash and/or investments to such new Hedge Reserve Account and from the date such new Hedge Reserve Account is established, it shall be, the “Hedge Reserve Account.” Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Hedge Reserve Account for the purposes of carrying out the Servicer’s or Trustee’s duties hereunder. (b) The Servicer shall deposit $1,700,000 into the Hedge Reserve Account on the Closing Date. On each Distribution Date prior to the termination of the Hedge Reserve Account pursuant to subsection 4.22(d), the Trustee at the direction of the Servicer shall deposit in the Hedge Reserve Account an amount equal to the amount specified in, and otherwise in accordance with, subsection 4.11(t). Funds on deposit in the Hedge Reserve Account (after giving effect to any withdrawals from the Hedge Reserve Account) shall be invested by the Trustee at the direction of the Servicer in Permitted Investments so that funds will be available for withdrawal on the following Distribution Date. The interest and other investment income (net of investment expenses and losses) earned on such investments shall be deposited in the Collection Account each Distribution Date following and treated as Collections of Finance Charge Receivables allocated to the Series 2007-1 Certificates for the preceding Due Period and available to be applied as Available Funds. (c) Upon termination of any Interest Rate Swap Agreement for which a partial or early termination fee (such fee, a “Hedge Termination Fee”) is incurred pursuant to the terms of the applicable Interest Rate Swap Agreement, the Trustee shall, at the written direction of the Servicer, withdraw the amount of such termination fee from the Hedge Reserve Account and distribute such termination fee directly to the applicable Hedge Counterparty. If more than one Hedge Termination Fee shall be outstanding at any time, the Trustee shall make such distributions to the applicable Hedge Counterparties made in the following order of priority: first, to the Hedge Counterparty for the Class A Swap; second, to the Hedge Counterparty for the Class M Swap; and third, to the Hedge Counterparty for the Class B Swap. (d) The Hedge Reserve Account shall be terminated following the earliest to occur of (a) the Lane Xxxxxx Portfolio Distribution Date, (b) February 15, 2008, (c) the date on which the Originator acquires the Lane Xxxxxx Portfolio, and (d) the termination of the Trust pursuant to the Agreement. Upon the termination of the Hedge Reserve Account, all amounts on deposit therein (after giving effect to any withdrawal from the Hedge Reserve Account on such date as described above) shall be distributed to the Holder of the Exchangeable Seller Certificate.manner: