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 Trust2012-1performed by it under the TransactionDocuments.119 Not included in the Benchmark. Defaults. The Servicer is not in default under anymaterial agreement, contract, instrument orindenture to which it is a party or by which it or itsproperties is or are bound, or with respect to anyorder of any court, administrative agency,arbitrator or governmental body which defaultwould have a material adverse effect on thetransactions contemplated hereunder; and to theServicer’s knowledge, as applicable, no event hasoccurred which with notice or lapse of time orboth would constitute such a default with respectto any such agreement, contract, instrument orindenture, or with respect to any such order ofany court, administrative agency, arbitrator orgovernmental body.120 Not included in the Benchmark. Insolvency. The Servicer is solvent. Prior to thedate hereof, the Servicer did not, and is not aboutto, engage in any business or transaction forwhich any property remaining with the Servicerwould constitute an unreasonably small amount ofcapital. In addition, the Servicer has not incurreddebts that would be beyond the Servicer’s abilityto pay as such debts matured.121 Not included in the Benchmark. No Consents. No prior consent, approval orauthorization of, registration, qualification,designation, declaration or filing with, or notice toany federal, state or local governmental or publicauthority or agency, is, was or will be required forthe valid execution, delivery and performance bythe Servicer of the Transaction Documents towhich it is a party. The Servicer has obtained allconsents, approvals or authorizations of, made alldeclarations or filings with, or given all notices to,all federal, state or local governmental or publicauthorities or agencies which are necessary forthe continued conduct by the Servicer of itsrespective businesses as now conducted, otherthan such consents, approvals, authorizations,declarations, filings and notices which, neitherindividually nor in the aggregate, materially andadversely affect, or in the future will materially andadversely affect, the business, earnings,prospects, properties or condition (financial orother) of the Servicer.122 Not included in the Benchmark. Name. The legal name of the Servicer is as setforth in the signature page of this Indenture andServicing Agreement and except for the tradenames set forth on Exhibit P attached hereto, theServicer does not have any tradenames, fictitiousnames, assumed names or “doing business as”names.123 Not included in the Benchmark. Information. No document, certificate or reportfurnished by the Servicer, in writing, pursuant toCopyright © 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 32
U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1this Indenture and 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 and Servicing Agreement, which havenot been disclosed herein or in the certificatesand 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 Trustee and the Back-UpServicer hereby represents and warrants as of theClosing Date and each Funding Date, thefollowing:Each of the Indenture Trustee and the Back-UpServicer is a national banking association dulyorganized, validly existing and in good standingunder the laws of the United States.125 Not included in the Benchmark. The execution and delivery of this Indenture andServicing Agreement and the other TransactionDocuments to which the Indenture Trustee or theBack-Up Servicer is a party, and the performanceand compliance with the terms of this Indentureand Servicing Agreement and the otherTransaction Documents to which the IndentureTrustee or the Back-Up Servicer is a party by theIndenture Trustee or the Back-Up Servicer, willnot violate the Indenture Trustee’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 Trust Estatemay be located require that a co-trustee orseparate trustee be appointed to act with respectto such property as contemplated herein, theIndenture Trustee has the full power and authorityto carry on its business as now being conductedand to enter into and consummate all transactionscontemplated by this Indenture and ServicingAgreement and the other TransactionDocuments, has duly authorized the execution,delivery and performance of this Indenture andCopyright © 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 33
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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