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 ...
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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>-1this Indenture <strong>and</strong> Servicing Agreement or inconnection with the transactions contemplatedhereby, contains or will contain when furnishedany untrue statement of a material fact or fails orwill fail to state a material fact necessary in orderto make the statements contained therein, in lightof the circumstances under which they weremade, not misleading. There are no facts relatingto the Servicer as of the Closing Date which whentaken as a whole, materially adversely affect thefinancial condition or assets or business of theServicer, or which may impair the ability of theServicer to perform its obligations under thisIndenture <strong>and</strong> Servicing Agreement, which havenot been disclosed herein or in the certificates<strong>and</strong> other documents furnished by or on behalf ofthe Servicer pursuant hereto or theretospecifically for use in connection with thetransactions contemplated hereby or thereby.124 Not included in the Benchmark. Each of the Indenture <strong>Trust</strong>ee <strong>and</strong> the Back-UpServicer hereby represents <strong>and</strong> warrants as of theClosing Date <strong>and</strong> each Funding Date, thefollowing:Each of the Indenture <strong>Trust</strong>ee <strong>and</strong> the Back-UpServicer is a national banking association dulyorganized, validly existing <strong>and</strong> in good st<strong>and</strong>ingunder the laws of the United States.125 Not included in the Benchmark. The execution <strong>and</strong> delivery of this Indenture <strong>and</strong>Servicing Agreement <strong>and</strong> the other TransactionDocuments to which the Indenture <strong>Trust</strong>ee or theBack-Up Servicer is a party, <strong>and</strong> the performance<strong>and</strong> compliance with the terms of this Indenture<strong>and</strong> Servicing Agreement <strong>and</strong> the otherTransaction Documents to which the Indenture<strong>Trust</strong>ee or the Back-Up Servicer is a party by theIndenture <strong>Trust</strong>ee or the Back-Up Servicer, willnot violate the Indenture <strong>Trust</strong>ee’s or the Back-UpServicer’s, as applicable, organizationaldocuments or constitute a default (or an eventwhich, with notice or lapse of time, or both, wouldconstitute a default) under, or result in a breachof, any material agreement or other materialinstrument to which it is a party or by which it isbound.126 Not included in the Benchmark. Except to the extent that the laws of certainjurisdictions in which any part of the <strong>Trust</strong> Estatemay be located require that a co-trustee orseparate trustee be appointed to act with respectto such property as contemplated herein, theIndenture <strong>Trust</strong>ee has the full power <strong>and</strong> authorityto carry on its business as now being conducted<strong>and</strong> to enter into <strong>and</strong> consummate all transactionscontemplated by this Indenture <strong>and</strong> ServicingAgreement <strong>and</strong> the other TransactionDocuments, has duly authorized the execution,delivery <strong>and</strong> performance of this Indenture <strong>and</strong>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 33