EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 INDENTURE
SUPPLEMENT 
 This INDENTURE SUPPLEMENT, dated June 16, 2016 (this “Supplement”), by and among Marriott Vacations
Worldwide Owner Trust 2011-1, as issuer (the “Issuer”), Marriott Ownership Resorts, Inc. (“MORI”), as servicer (the “Servicer”), Wells Fargo Bank, National Association, as indenture trustee (the
“Indenture Trustee”) and as back-up servicer (the “Back-Up Servicer”), Deutsche Bank AG, New York Branch, as administrative agent, and the Conduits, Alternate Purchasers, Funding Agents and Non-Conduit Committed
Purchasers signatory hereto (collectively, the “Transaction Parties”). 
 RECITALS 

WHEREAS, the Transaction Parties desire to amend the Third Amended and Restated Indenture and Servicing Agreement, dated as of
September 1, 2014 (as amended, restated, modified and/or supplemented from time to time, the “Indenture”), by and among the Issuer, the Servicer, the Indenture, Trustee and the Back-Up Servicer, in the manner set forth herein.

 WHEREAS, the Indenture may be amended by the parties thereto with the consent of the Majority Facility Investors; 

WHEREAS, the undersigned Conduits, Alternate Purchasers, Funding Agents and Non-Conduit Committed Purchasers constitute 100% of the Conduits,
Alternate Purchasers, Funding Agents and Non-Conduit Committed Purchasers; and 
 WHEREAS, terms used herein but not otherwise defined shall
have the meanings set forth in the Third Amended and Restated Standard Definitions (as amended) attached as Annex A to the Indenture. 

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and adequate consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 Section 1.01. Supplement to
the Indenture 
 Section 12.01(e) of the Indenture shall be amended by deleting the same in its entirety and replacing it with:

 “(e) No Proceedings. There is no pending or threatened action, suit or proceeding, nor any injunction, writ, restraining
order or other order of any nature against or affecting the Issuer, its officers or directors, or the property of the Issuer, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority
(i) asserting the invalidity of this Indenture and Servicing Agreement or any of the other Facility Documents, (ii) seeking to prevent the sale and assignment of any Timeshare Loan or the consummation of any of the transactions
contemplated thereby, (iii) seeking any determination or ruling that would, if decided adversely, materially and adversely affect (A) the performance by the Issuer of this Indenture and Servicing








 
Agreement or any of the other Facility Documents or the interests of the Noteholders, (B) the validity or enforceability of this Indenture and Servicing Agreement or any of the other
Facility Documents, (C) any Timeshare Loan, or (D) the Intended Tax Characterization, or (iv) asserting a claim for payment of money adverse to the Issuer or the conduct of its business or which is inconsistent with the due
consummation of the transactions contemplated by this Indenture and Servicing Agreement or any of the other Facility Documents.” 

Section 2.01. Representations and Warranties 

MORI and the Issuer hereby represent and warrant to each of the other Transaction Parties that, after giving effect to this Supplement:
(a) the representations and warranties set forth in each of the Transaction Documents by each of MORI and the Issuer are true and correct in all material respects (except to the extent that any representation and warranty is qualified by
materiality) on and as of the date hereof, with the same effect as though made on and as of such date (except to the extent that any representation and warranty expressly relates to an earlier date, then such earlier date), (b) on the date
hereof, no Default, Servicer Event of Default, Event of Default or Amortization Event has occurred and is continuing, and (c) the execution, delivery and performance of this Supplement in accordance with its terms and the consummation of the
transactions contemplated hereby by any of them do not and will not (i) require any consent or approval of any Person, except for consents and approvals that have already been obtained, (ii) violate any applicable law, or
(iii) contravene, conflict with, result in a breach of, or constitute a default under their organization documents, as the same may have been amended or restated, or contravene, conflict with, result in a breach of or constitute a default under
(with or without notice or lapse of time or both) any indenture, agreement or other instrument, to which such entity is a party or by which it or any of its properties or assets may be bound. 

Section 2.02. References in all Transaction Documents. 

To the extent any Transaction Document contains a provision that conflicts with the intent of this Supplement, the parties agree that the
provisions herein shall govern. 
 Section 2.03. Counterparts. 

This Supplement may be executed (by facsimile or otherwise) in any number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same instrument. 
 Section 2.04. Governing Law.

 THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE TRANSACTION PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

  
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 Section 2.05. Severability of Provisions. 

If any one or more of the covenants, agreements, provisions or terms of this Supplement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Supplement and shall in no way affect the validity or enforceability of the other provisions of this
Supplement. 
 Section 2.06. Continuing Effect. 

Except as expressly amended hereby, each Transaction Document shall continue in full force and effect in accordance with the provisions thereof
and each Transaction Document is in all respects hereby ratified, confirmed and preserved. 
 Section 2.07. Successors and
Assigns. 
 This Supplement shall be binding upon and inure to the benefit of the Transaction Parties and their respective successors
and permitted assigns. 
 Section 2.08 No Bankruptcy Petition. 

(a) Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all
outstanding Related Commercial Paper or other indebtedness of a Conduit, it will not institute against, or join any other Person in instituting against a Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or
other similar proceeding under the laws of the United States or any state of the United States or any other jurisdiction with authority over such Conduit. The provisions of this Section 2.08(a) shall survive the termination of this Agreement.

 (b) Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all
Notes and Exchange Notes, it will not institute against, or join any other Person in instituting against the Issuer or the Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under
the laws of the United States or any state of the United States. The provisions of this Section 2.08(b) shall survive the termination of this Agreement. 

[Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties below have caused this Supplement to be duly executed by their
respective duly authorized officers of the day and year first above written. 
  

					
	MARRIOTT VACATIONS WORLDWIDE OWNER TRUST 2011-1, as Issuer
		
	By:	 	Wilmington Trust, National Association, not individually, but solely in its capacity as Owner Trustee
			
		 	By:	 	 /s/ Dorri Costello

		 	Name:	 	Dorri Costello
		 	Title:	 	Vice President
	
	Address for notices:
	c/o Wilmington Trust, National Association
	1100 North Market Street
	Wilmington, Delaware 19801
	
	Attention: Rachel L. Simpson
	Telephone Number: (302) 636-6128
	Facsimile Number: (302) 636-4140
	
	MARRIOTT OWNERSHIP RESORTS, INC., as Servicer
		
	By:	 	 /s/ Joseph J. Bramuchi

	Name:	 	Joseph J. Bramuchi
	Title:	 	Vice President
	
	Address for notices:
	6649 Westwood Boulevard
	Orlando, Florida 32821
	
	Attention: General Counsel
	Telephone: (407) 206-6000
	Facsimile: (407) 513-6680









 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and Back-Up Servicer
		
	By:	 	 /s/ Jennifer C. Westberg

	Name:	 	Jennifer C. Westberg
	Title:	 	Vice President
	
	Address for notices:
	
	Wells Fargo Bank, National Association
	MAC N9311-161
	Sixth Street & Marquette Avenue
	Minneapolis, Minnesota 55479
	
	Attention:         Corporate Trust
	            Services/Asset-Backed Administration
	Facsimile Number:     (612) 667-3539
	Telephone Number:    (612) 667-8058









 
			
	DEUTSCHE BANK AG, NEW YORK BRANCH,
	as Administrative Agent
		
	By:	 	 /s/ Joseph McElroy

	Name:	 	Joseph McElroy
	Title:	 	Director
		
	By:	 	 /s/ Keith Allman

	Name:	 	Keith Allman
	Title:	 	Director
	
	Address for notices:
	60 Wall Street
	New York, New York 10005
	
	Attention: Mary Conners
	Telephone: (212) 250-4731
	Facsimile: (212) 797-5300









 
			
	MOUNTCLIFF FUNDING LLC
	as Conduit
		
	By:	 	 /s/ Josh Borg

	Name:	 	Josh Borg
	Title:	 	Authorized Signatory
	
	Address for notices:
	20 Gates Management LLC
	30 Irving Place, 2nd Floor
	New York, NY 10003
	
	Attention: Vidrik Frankfather
	Telephone: (212) 295-4146
	Facsimile: (212) 295-3785
	E-mail: mountcliff@20gates.com; and mountcliff.group@db.com









 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	as Alternate Purchaser
		
	By:	 	 /s/ Patrick J. Hart

	Name:	 	Patrick J. Hart
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Erin McCutcheon

	Name:	 	Erin McCutcheon
	Title:	 	Authorized Signatory
	
	Address for notices:
	Eleven Madison Avenue
	New York, NY 10010
	
	Attention: Conduit Lending
	Telephone: (212) 538-1890
	Facsimile: (212) 325-4599
	Email: abcp.monitoring@credit-suisse.com









 
			
	CREDIT SUISSE AG, NEW YORK BRANCH
	as Funding Agent
		
	By:	 	 /s/ Patrick J. Hart

	Name:	 	Patrick J. Hart
	Title:	 	 Vice President

		
	By:	 	 /s/ Erin McCutcheon

	Name:	 	Erin McCutcheon
	Title:	 	Vice President
	
	Address for notices:
	Eleven Madison Avenue
	New York, NY 10010
	
	Attention: Conduit Lending
	Telephone: (212) 538-1890
	Facsimile: (212) 325-4599
	Email: abcp.monitoring@credit-suisse.com









 
			
	SUNTRUST BANK
	as Non-Conduit Committed Purchaser
		
	By:	 	 /s/ David Hufnagel

	Name:	 	David Hufnagel
	Title:	 	Vice President
	
	Address for notices:
	3333 Peachtree Street NE
	10th Floor East
	Atlanta, Georgia 30326
	
	Attention: Kayla Williams and David Morley
	Telephone: (404) 926-5475
	Facsimile: (404) 495-2171
	Email: strh.afg@suntrust.com









 
			
	DEUTSCHE BANK AG, NEW YORK BRANCH
	as Non-Conduit Committed Purchaser
		
	By:	 	 /s/ Joseph McElroy

	Name:	 	Joseph McElroy
	Title:	 	Director
		
	By:	 	 /s/ Keith Allman

	Name:	 	Keith Allman
	Title:	 	Director
	
	Address for notices:
	60 Wall Street
	New York, New York 10005
	
	Attention: Mary Conners
	Telephone: (212) 250-4731
	Facsimile: (212) 797-5300









 
			
	BANK OF AMERICA, N.A.
	as Non-Conduit Committed Purchaser
		
	By:	 	 /s/ Elizabeth C. Picoli

	Name:	 	Elizabeth C. Picoli
	Title:	 	Vice President
	
	Address for notices:
	Bank of America, National Association
	214 North Tryon Street, 15th Floor
	NC1-027-15-01
	Charlotte, North Carolina 28255
	Attention: Securitization Finance Group c/o Robert Wood / Christen Picoli
	Telephone: 980-388-5938 / 980-388-8138
	Email: robert.wood@baml.com elizabeth.c.picoli@baml.com









 
			
	WELLS FARGO CAPITAL FINANCE, LLC
	as Non-Conduit Committed Purchaser
		
	By:	 	 /s/ Ajay Jagsi

	Name:	 	Ajay Jagsi
	Title:	 	Vice President
	
	Address for notices:
	14241 Dallas Parkway, Suite 1300
	Dallas, Texas 75254
	
	Attention: Ajay Jagsi
	Telephone: (972) 361-7220
	Facsimile: (866) 719-9124