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 ...
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
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>-1accept <strong>and</strong> rely on all of the accounting, records(including computer records) <strong>and</strong> work of theServicer relating to the Timeshare Loans(collectively, the “Predecessor Servicer WorkProduct”) without any audit or other examinationthereof, <strong>and</strong> the Successor Servicer shall have noduty, responsibility, obligation or liability for theacts <strong>and</strong> omissions of the Servicer. If any error,inaccuracy, omission or incorrect or non-st<strong>and</strong>ardpractice or procedure (collectively, “Errors”) existin any Predecessor Servicer Work Product <strong>and</strong>such 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 Indenture<strong>Trust</strong>ee shall use its best efforts to reconstruct<strong>and</strong> reconcile such data as is commerciallyreasonable to correct such Errors <strong>and</strong> ContinuedErrors <strong>and</strong> to prevent future Continued Errors <strong>and</strong>shall 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 <strong>and</strong> expenses ofany other party involved in this transaction thatwere incurred by the prior Servicer <strong>and</strong> (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 <strong>and</strong>/or as SuccessorServicer, the Indenture <strong>Trust</strong>ee may enter into aback-up servicing agreement with a back-upservicer, <strong>and</strong> may appoint a successor servicer toact under this Indenture <strong>and</strong> ServicingAgreement, in either event with the consent or atthe direction of Holders representing at least amajority of the then Outst<strong>and</strong>ing Note Balance ofeach Class of Notes <strong>and</strong> on such terms <strong>and</strong>conditions as are provided herein as to the Back-Up Servicer or the Successor Servicer, asapplicable.Copyright © <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 39