Marriott Vacation Club Owner Trust 2012-1 - Standard and Poor's ...
Marriott Vacation Club Owner Trust 2012-1 - Standard and Poor's ...
Marriott Vacation Club Owner Trust 2012-1 - Standard and Poor's ...
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U.S. Equipment Loans <strong>and</strong> Leases ABS <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services 17g-7 Disclosure Report: <strong>Marriott</strong> <strong>Vacation</strong> <strong>Club</strong> <strong>Owner</strong> <strong>Trust</strong><strong>2012</strong>-1instructing such Obligors to remit payments inrespect thereof to the accounts specified by theIndenture <strong>Trust</strong>ee.136 Not included in the Benchmark. The Servicer shall perform such actions as arereasonably necessary to assist the Indenture<strong>Trust</strong>ee <strong>and</strong> the Successor Servicer in suchtransfer of the Servicer’s duties <strong>and</strong> obligationspursuant to Section 5.19(e) hereof. The Serviceragrees that it shall promptly (<strong>and</strong> 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 <strong>and</strong> records (including, withoutlimitation, those in electronic form) reasonablyrequested by it to enable the Successor Servicerto assume the Servicer’s duties <strong>and</strong> obligationshereunder, <strong>and</strong> 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 <strong>and</strong> 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 <strong>and</strong>Servicing Agreement on or prior to theAssumption Date). If the Servicer fails toundertake such action as is reasonably necessaryto effectuate such transfer of its duties <strong>and</strong>obligations, the Indenture <strong>Trust</strong>ee, or theSuccessor Servicer if so directed by the Indenture<strong>Trust</strong>ee, is hereby authorized <strong>and</strong> empowered toexecute <strong>and</strong> deliver, on behalf of <strong>and</strong> at theexpense of the Servicer, as attorney-in-fact orotherwise, any <strong>and</strong> all documents <strong>and</strong> otherinstruments, <strong>and</strong> 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 <strong>and</strong> records, the Successor Servicerwill commence the performance of such servicingduties <strong>and</strong> obligations as Successor Servicer inaccordance with the terms <strong>and</strong> conditions of thisIndenture <strong>and</strong> Servicing Agreement (such date,the “Assumption Date”), <strong>and</strong> from <strong>and</strong> after theAssumption Date the Successor Servicer shallreceive the Servicing Fee <strong>and</strong> agrees to <strong>and</strong> shallbe bound by all of the provisions of this Article V<strong>and</strong> any other provisions of this Indenture <strong>and</strong>Servicing Agreement relating to the duties <strong>and</strong>obligations of the Servicer, except as otherwisespecifically provided herein.(i) Notwithst<strong>and</strong>ing anything contained in thisIndenture <strong>and</strong> Servicing Agreement to thecontrary, the Successor Servicer is authorized toCopyright © <strong>2012</strong> by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 38