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 Trust2012-1Table 3No. Benchmark TransactionRepresentations and warranties110 Not included in the Benchmark. The initial Servicer hereby represents andwarrants as of the Closing Date, the following:Organization and Authority: The Servicer: is a corporation duly organized, validlyexisting and in good standing under thelaws of the State of Delaware; has all requisite power and authority toown and operate its properties and toconduct its business as currentlyconducted and as proposed to beconducted as contemplated by theTransaction Documents to which it is aparty, to enter into the TransactionDocuments to which it is a party and toperform its obligations under theTransaction Documents to which it is aparty; and has made all filings and holds allmaterial franchises, licenses, permitsand registrations which are requiredunder the laws of each jurisdiction inwhich the properties owned (or heldunder lease) by it or the nature of itsactivities makes such filings, franchises,licenses, permits or registrationsnecessary.111 Not included in the Benchmark. Place of Business. The address of the principalplace of business and chief executive office of theServicer is 6649 Westwood Boulevard, Orlando,Florida 32821 and there have been no other suchlocations during the immediately preceding fourmonths.112 Not included in the Benchmark. Compliance with Other Instruments, etc. TheServicer is not in violation of any term of itscertificate of incorporation or bylaws. Theexecution, delivery and performance by theServicer of the Transaction Documents to which itis a party do not and will not(i) conflict with or violate the certificate ofincorporation or by-laws of the Servicer,(ii) conflict with or result in a breach of any of theterms, conditions or provisions of, or constitute adefault under, or result in the creation of any Lienon any of the properties or assets of the Servicerpursuant to the terms of any instrument oragreement to which the Servicer is a party or bywhich it is bound, or(iii) require any consent of or other action by anytrustee or any creditor of, any lessor to or anyinvestor in the Servicer.Copyright © 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 30
U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1113 Not included in the Benchmark. Compliance with Law. The Servicer is incompliance with all statutes, laws and ordinancesand all governmental rules and regulations towhich it is subject, the violation of which, eitherindividually or in the aggregate, could materiallyadversely affect its business, earnings, propertiesor condition (financial or other). The policies andprocedures set forth in the Credit and CollectionPolicies on the Closing Date are in materialcompliance with all applicable statutes, laws andordinances and all governmental rules andregulations and are consistent with the ServicingStandard. The execution, delivery andperformance of the Transaction Documents towhich it is a party do not and will not cause theServicer to be in violation of any law or ordinance,or any order, rule or regulation, of any federal,state, municipal or other governmental or publicauthority or agency.114 Not included in the Benchmark. Pending Litigation or Other Proceedings. Thereis no pending or, to the best of the Servicer’sknowledge, threatened action, suit, proceeding orinvestigation before any court, administrativeagency, arbitrator or governmental body againstor affecting the Servicer which, if decidedadversely, would materially and adversely affect(i) the condition (financial or otherwise), businessor operations of the Servicer,(ii) the ability of the Servicer to perform itsobligations under, or the validity or enforceabilityof this Indenture and Servicing Agreement or anyother documents or transactions contemplatedunder this Indenture and Servicing Agreement,(iii) any property or title of any Obligor to anyTimeshare Property or(iv) the Indenture Trustee’s ability to foreclose orotherwise enforce the Liens of the TimeshareLoans.115 Not included in the Benchmark. Taxes. It has timely filed all tax returns (federal,state and local) which are required to be filed andhas paid all taxes related thereto, other thanthose which are being contested in good faith.116 Not included in the Benchmark. Transactions in Ordinary Course. Thetransactions contemplated by this Indenture andServicing Agreement are in the ordinary course ofbusiness of the Servicer.117 Not included in the Benchmark. Securities Laws. The Servicer is not an“investment company” or a company “controlled”by an “investment company” within the meaningof the Investment Company Act of 1940, asamended.118 Not included in the Benchmark. Proceedings. The Servicer has taken all actionnecessary to authorize the execution and deliveryby it of the Transaction Documents to which it is aparty and the performance of all obligations to beCopyright © 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 31
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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