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 Trust2012-1instructing such Obligors to remit payments inrespect thereof to the accounts specified by theIndenture Trustee.136 Not included in the Benchmark. The Servicer shall perform such actions as arereasonably necessary to assist the IndentureTrustee and the Successor Servicer in suchtransfer of the Servicer’s duties and obligationspursuant to Section 5.19(e) hereof. The Serviceragrees that it shall promptly (and in any event nolater than five Business Days subsequent to itsreceipt of a notice of termination pursuant toSection 5.04 hereof) provide the SuccessorServicer (with costs being borne by the Servicer)with all documents and records (including, withoutlimitation, those in electronic form) reasonablyrequested by it to enable the Successor Servicerto assume the Servicer’s duties and obligationshereunder, and shall cooperate with theSuccessor Servicer in effecting the assumption bythe Successor Servicer of the Servicer’sobligations hereunder, including, withoutlimitation, subject to the provisions of the ControlAccount and the provisions of the ControlAccount Intercreditor Agreement, the transferwithin two Business Days to the SuccessorServicer for administration by it of all cashamounts which, at the time or thereafter, shall bereceived by it with respect to the TimeshareLoans (provided, however, that the Servicer shallcontinue to be entitled to receive all amountsaccrued or owing to it under this Indenture andServicing Agreement on or prior to theAssumption Date). If the Servicer fails toundertake such action as is reasonably necessaryto effectuate such transfer of its duties andobligations, the Indenture Trustee, or theSuccessor Servicer if so directed by the IndentureTrustee, is hereby authorized and empowered toexecute and deliver, on behalf of and at theexpense of the Servicer, as attorney-in-fact orotherwise, any and all documents and otherinstruments, and to do or accomplish all otheracts or things reasonably necessary to effect thepurposes of such notice of termination. Promptlyafter receipt by the Successor Servicer of suchdocuments and records, the Successor Servicerwill commence the performance of such servicingduties and obligations as Successor Servicer inaccordance with the terms and conditions of thisIndenture and Servicing Agreement (such date,the “Assumption Date”), and from and after theAssumption Date the Successor Servicer shallreceive the Servicing Fee and agrees to and shallbe bound by all of the provisions of this Article Vand any other provisions of this Indenture andServicing Agreement relating to the duties andobligations of the Servicer, except as otherwisespecifically provided herein.(i) Notwithstanding anything contained in thisIndenture and Servicing Agreement to thecontrary, the Successor Servicer is authorized toCopyright © 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 38
U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1accept and rely on all of the accounting, records(including computer records) and work of theServicer relating to the Timeshare Loans(collectively, the “Predecessor Servicer WorkProduct”) without any audit or other examinationthereof, and the Successor Servicer shall have noduty, responsibility, obligation or liability for theacts and omissions of the Servicer. If any error,inaccuracy, omission or incorrect or non-standardpractice or procedure (collectively, “Errors”) existin any Predecessor Servicer Work Product andsuch Errors make it materially more difficult toservice or should cause or materially contribute tothe Successor Servicer making or continuing anyErrors (collectively, “Continued Errors”), theSuccessor Servicer shall have no duty,responsibility, obligation or liability for suchContinued Errors; provided, however, that theSuccessor Servicer agrees to use its best effortsto prevent further Continued Errors. In the eventthat the Successor Servicer becomes aware ofErrors or Continued Errors, the SuccessorServicer, with the prior consent of the IndentureTrustee shall use its best efforts to reconstructand reconcile such data as is commerciallyreasonable to correct such Errors and ContinuedErrors and to prevent future Continued Errors andshall be entitled to recover its costs thereby.(ii) The Successor Servicer shall have: (A) noliability with respect to any obligation which wasrequired to be performed by the terminated orresigned Servicer prior to the Assumption Date orany claim of a third party based on any allegedaction or inaction of the terminated or resignedServicer, (B) no obligation to perform anyrepurchase or advancing obligations, if any, of theServicer, (C) no obligation to pay any taxesrequired to be paid by the Servicer, (D) noobligation to pay any of the fees and expenses ofany other party involved in this transaction thatwere incurred by the prior Servicer and (E) noliability or obligation with respect to any Servicerindemnification obligations of any prior Servicerincluding the original Servicer137 Not included in the Benchmark. In the event that Wells Fargo Bank, NationalAssociation as the initial Back-Up Servicer isterminated for any reason, or fails or is unable toact as Back-Up Servicer and/or as SuccessorServicer, the Indenture Trustee may enter into aback-up servicing agreement with a back-upservicer, and may appoint a successor servicer toact under this Indenture and ServicingAgreement, in either event with the consent or atthe direction of Holders representing at least amajority of the then Outstanding Note Balance ofeach Class of Notes and on such terms andconditions as are provided herein as to the Back-Up Servicer or the Successor Servicer, asapplicable.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 39
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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