OMNIBUS AMENDMENT No. 2Custodial Agreement • September 9th, 2013 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York
THIS OMNIBUS AMENDMENT NO. 2, dated September 6, 2013 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”): (1) the Second Amended and Restated Indenture, dated as of September 1, 2012, by and among Marriott Vacations Worldwide Owner Trust 2011-1, as issuer (the “Issuer”), Marriott Ownership Resorts, Inc., as servicer (the “Servicer” or “MORI”), and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) and as back-up servicer (the “Back-Up Servicer”) (as amended by Omnibus Amendment No. 1, dated January 15, 2013, by and among the parties hereto (“Omnibus Amendment No. 1”), the “Indenture”); (2) the Amended and Restated Note Purchase Agreement, dated September 11, 2012, by and among the Issuer, the Servicer, MORI SPC Series Corp., as seller (the “Seller”), Marriott Vacation Worldwide Corporation, as performance guarantor (the “Performance G
