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 Trust2012-185 The Issuing Entity has caused or will have caused, withinten (10) days, the filing of all appropriate financingstatements in the proper filing office in the appropriatejurisdictions under applicable law in order to perfect thesecurity interest in the Receivables granted to theIndenture Trustee under this Indenture.The Issuer has caused or will have caused, within tendays of the Closing Date, the filing of all appropriatefinancing statements in the proper filing office in theappropriate jurisdictions under applicable law in orderto perfect the security interest in the Trust Estategranted to the Indenture Trustee hereunder86 Other than the security interest granted to the IndentureTrustee under the Indenture, the Issuing Entity has notpledged, assigned, sold, granted a security interest in, orotherwise conveyed any of the Receivables. The IssuingEntity has not authorized the filing of, nor is the IssuingEntity aware of, any financing statements against theSeller, the Depositor or the Issuing Entity that include adescription of collateral covering the Receivables otherthan the financing statements relating to the securityinterests granted to the Depositor, the Issuing Entity andthe Indenture Trustee under the Basic Documents or anyfinancing statement that has been terminated. TheIssuing Entity is not aware of any judgment or tax lienfilings against the Seller, the Depositor or the IssuingEntity.Other than the security interest granted to theIndenture Trustee pursuant to this Indenture andServicing Agreement, the Issuer has not pledged,assigned, sold, granted a security interest in, orotherwise conveyed any of the Trust Estate. TheIssuer has not authorized the filing of and is notaware of any financing statements against the Issuerthat include a description of collateral covering theTrust Estate other than any financing statementrelating to the security interest granted to theIndenture Trustee hereunder or that has beenterminated87 The Custodian has in its possession or with other thirdparty vendors all original copies of the Receivables Filesand other documents that constitute or evidence theReceivables. The Receivable Files and other documentsthat constitute or evidence the Receivables do not haveany marks or notations indicating that they have beenpledged, assigned or otherwise conveyed to any Personother than the DepositorNot included in the Transaction.88 Not included in the Benchmark. Organization and Good Standing. The Issuer hasbeen duly formed and is validly existing and in goodstanding under the laws of the State of Delaware, withpower and authority to own its properties and toconduct its business as such properties shall becurrently owned and such business is presentlyconducted and has the power and authority to ownand convey all of its properties and to execute anddeliver this Indenture and Servicing Agreement andthe other Transaction Documents and to perform thetransactions contemplated hereby and thereby.89 Not included in the Benchmark. Binding Obligation. this Indenture and ServicingAgreement and the Transaction Documents to whichit is a party have each been duly executed anddelivered on behalf of the Issuer and this Indentureand Servicing Agreement and each other TransactionDocument to which it is a party constitutes a legal,valid and binding obligation of the Issuer enforceablein accordance with its terms except as may be limitedby bankruptcy, insolvency, moratorium or othersimilar laws affecting creditors’ rights and by generalprinciples of equity90 Not included in the Benchmark. No Consents Required. No consent of, or otheraction by, and no notice to or filing with, anyGovernmental Authority or any other party, is requiredCopyright © 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 20
U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1for the due execution, delivery and performance bythe Issuer of this Indenture and Servicing Agreementor any of the other Transaction Documents or for theperfection of or the exercise by the Indenture Trusteeor the Noteholders of any of their rights or remediesthereunder which have not been duly obtained91 Not included in the Benchmark. No Violation. The consummation of the transactioncontemplated by this Indenture and ServicingAgreement and the fulfillment of the terms hereofshall not conflict with, result in any material breach ofany of the terms and provisions of, nor constitute(with or without notice or lapse of time) a defaultunder, the certificate of trust, the trust agreement ofthe Issuer, or any indenture, agreement or otherinstrument to which the Issuer is a party or by which itis bound; nor result in the creation or imposition ofany Lien upon any of its properties pursuant to theterms of any such indenture, agreement or otherinstrument (other than this Indenture and ServicingAgreement)92 Not included in the Benchmark. No Proceedings. There is no pending or threatenedaction, suit or proceeding, nor any injunction, writ,restraining order or other order of any nature againstor affecting the Issuer, its officers or directors, or theproperty of the Issuer, in any court or tribunal, orbefore any arbitrator of any kind or before or by anyGovernmental Authority (i) asserting the invalidity ofthis Indenture and Servicing Agreement or any of theother Transaction Documents, (ii) seeking to preventthe sale and assignment of any Timeshare Loan orthe consummation of any of the transactionscontemplated thereby, (iii) seeking any determinationor ruling that might materially and adversely affect (A)the performance by the Issuer of this Indenture andServicing Agreement or any of the other TransactionDocuments or the interests of the Noteholders, (B)the validity or enforceability of this Indenture andServicing Agreement or any of the other TransactionDocuments, (C) any Timeshare Loan, or (D) theIntended Tax Characterization, or (iv) asserting aclaim for payment of money adverse to the Issuer orthe conduct of its business or which is inconsistentwith the due consummation of the transactionscontemplated by this Indenture and ServicingAgreement or any of the other TransactionDocuments93 Not included in the Benchmark. Issuer Not Insolvent. The Issuer is solvent and willnot become insolvent after giving effect to thetransactions contemplated by this Indenture andServicing Agreement and each of the otherTransaction Documents94 Not included in the Benchmark. Notes Authorized, Executed, Authenticated, ValidlyIssued and Outstanding. The Notes have been dulyand validly authorized, and when duly and validlyexecuted by the Issuer and authenticated by theIndenture Trustee in accordance with the terms of thisIndenture and Servicing Agreement and delivered toand paid for by each Holder as provided herein, willCopyright © 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 21
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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