Marriott Vacation Club Owner Trust 2012-1 - Standard and Poor's ...

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1representation or warranty in respect of suchTimeshare Loan if (i) the Timeshare Loan Filecontains a commitment to issue a policy of lender’stitle insurance, and (ii) if such actual policy isdelivered not later than the 90th day following theClosing Date or the Substitution Date, as the casemay be, and (B) the failure to provide evidence thata Mortgage or certificate of title has been recordedand/or stamped, as the case may be, in theappropriate recording office shall not constitute abreach of representation or warranty in respect ofsuch Timeshare Loan if such evidence is providednot later than the 90th day following the ClosingDate or the Substitution Date, as the case may be;provided, however, that if such policy of lender’s titleinsurance was delayed because the related originalMortgage (or a copy thereof) had not been receivedfrom the appropriate recording office prior to the80th day following the Closing Date or theSubstitution Date, as the case may be, then such90-day periods in (A)(ii) and (B) shall be extended toa date 30 days after such receipt.Table 2No. Benchmark TransactionRepresentations and warranties80 The Issuer [Issuing Entity] hereby represents andwarrants to the Indenture Trustee as follows81 This Indenture creates a valid and continuing securityinterest (as defined in the applicable UCC) in theReceivables in favor of the Indenture Trustee whichsecurity interest is prior to all other Liens, and isenforceable as such against creditors of and purchasersfrom the Issuing Entity.82 All steps necessary to perfect the Issuing Entity’ssecurity interest against each Obligor in the propertysecuring the Receivables have been taken.The Issuer represents and warrants to the IndentureTrustee, the Servicer and the Noteholders, as of theClosing Date, as followsThe Grant contained in the “Granting Clause” of thisIndenture and Servicing Agreement creates a validand continuing security interest (as defined in theapplicable UCC) in the Trust Estate in favor of theIndenture Trustee, which security interest is prior toall other Liens arising under the UCC, and isenforceable as such against creditors of the Issuer,subject to applicable bankruptcy, insolvency,fraudulent conveyance, reorganization, moratoriumand similar laws affecting creditors’ rights andremedies generally, and to general principles ofequity (regardless of whether enforcement is soughtin a proceeding at law or in equity)Not included in the Transaction.83 The Receivables constitute “chattel paper” (including“tangible chattel paper” and “electronic chattel paper”)“accounts”, “instruments” or “general intangibles” withinthe meaning of applicable UCC.The Timeshare Loans and the documents evidencingsuch Timeshare Loans constitute either “accounts”,“chattel paper”, “instruments” or “general intangibles”within the meaning of the applicable UCC84 The Issuing Entity owns and has good and marketabletitle to the Receivables free and clear of any Lien, claimor encumbrance of any Person.The Issuer owns and has good and marketable title tothe Trust Estate free and clear of any Lien, claim orencumbrance of any PersonCopyright © 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 19