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

June 28, 2012SEC Rule 17g-7SEC Rule 17g-7 requires anNRSRO, for any reportaccompanying a creditrating relating to an assetbackedsecurity as definedin the Rule, to include adescription of therepresentations, warrantiesand enforcementmechanisms available toinvestors and a descriptionof how they differ from therepresentations, warrantiesand enforcementmechanisms in issuancesof similar securities.This is Standard &Poor’s RatingsServices’ 17g-7Disclosure Report forthe transaction shownin the title above.Marriott Vacation ClubOwner Trust 2012-1Timeshare loan-backed notes series 2012-1Primary Credit Analysts:Deborah Newman, New York, (1) 212-438-4451deborah_newman@standardandpoors.comShannon Mooney, New York, (1) 212-438-7447shannon_mooney@standardandpoors.comAs required by SEC Rule 17g-7, this report includes only those representations,warranties and enforcement mechanisms available to investors. This report does notinclude representations and warranties without a corresponding enforcementmechanism or remedy in the transaction documents that may be exercised byinvestors (or their representatives).

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1(Editor's note: Since we originally published this 17g-7 Disclosure Report on June 19, 2012, the issuer has changed part ofthe transaction language in rows 1, 11, 41, 49, 50, 66, 71, 72, 75, and 76. An updated version of the report follows.)Table 1No. Benchmark TransactionRepresentations and warranties1 The Seller [Originator] makes the following representationsand warranties as to the Receivables on which thePurchaser [Intermediary] is deemed to have relied inacquiring the Receivables. Such representations andwarranties speak as of the Cutoff Date and as of theClosing Date (unless, by its terms a representation orwarranty speaks specifically as of such date only).The Seller [Intermediary] makes the followingrepresentations and warranties as to the Receivables onwhich the Issuer is deemed to have relied in acquiring theReceivables. Such representations and warranties speak asof the Cutoff Date and as of the Closing Date (unless, by itsterms a representation or warranty speaks specifically as ofsuch date only), but shall survive the sale, transfer andassignment of the Receivables to the Issuer, and pledgethereof to the Indenture Trustee pursuant to the Indenture. .2 Origination of Receivables. Each Receivable (i) wasoriginated in the United States by a Dealer for the retail saleof a Financed Vehicle in the ordinary course of suchDealer’s business and has been fully executed by theparties thereto, (ii) was purchased by the Sponsor from aDealer and was validly assigned by such Dealer to theSponsor.The Seller hereby: (i) represents and warrants thatupon the transfer of any Timeshare Loan to theIssuer, the Issuer will have full legal and equitabletitle to such Timeshare Loan, free and clear of anyliens and encumbrances and (ii) makes therepresentations and warranties contained inSchedule I hereto for the benefit of the Issuer andthe Indenture Trustee for the benefit of theNoteholders with respect to each Timeshare Loanas of the Closing Date (with respect to the InitialTimeshare Loans) and as of each Substitution Date(with respect to each Qualified Substitute TimeshareLoan transferred on such Substitution Date), asapplicableNot included in the Transaction.3 Simple Interest. Each Receivable (i) provides for equalmonthly payments in U.S. dollars that fully amortize theAmount Financed by its stated maturity and yield interest atthe Annual Percentage Rate and (ii) applies a simpleinterest method of allocating a fixed payment to principaland interest, so that the portion of such payment allocatedto interest is equal to the APR multiplied by the principalbalance multiplied by the number of days elapsed since thepreceding payment of interest was made divided by 365.Interest is calculated on the related Obligor Note ona simple interest basis4 Prepayment. Each Receivable allows for prepayment andpartial prepayments without penalty and requires that thePrincipal Balance be paid in full to prepay the contract infull.Not included in the Transaction.5 No Government Obligors. No Receivable is the obligationof the United States of America or any State or localgovernment or from any agency, department,instrumentality or political subdivision of the United Statesor any State or local governmentNot included in the Transaction.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 2

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-16 Insurance. Each Receivable requires the Obligor to obtainphysical damage insurance covering the Financed VehicleNot included in the Transaction.7 Valid Assignment. No Receivable has been originated in,or is subject to the laws of, any jurisdiction under which thesale of such Receivable under this Agreement would beunlawful, void or voidable. the terms of the Receivable donot limit the right of the owner of such Receivable to sellsuch Receivable. the Sponsor has not entered into anyagreement with any Person that prohibits, restricts orconditions the sale of any Receivable by the SponsorNot included in the Transaction.8 Compliance with Law. Each Receivable complied in allmaterial respects at the time it was originated and as of theClosing Date will comply in all material respects with allrequirements of federal, State, and local laws.9 Binding Obligation. Each Receivable is on a form contractthat includes rights and remedies allowing the holder toenforce the obligation and realize on the Financed Vehicleand represents the legal, valid and binding paymentobligation of the Obligor, enforceable in all material respectsby the holder of the Receivable, except as may be limitedby bankruptcy, insolvency, reorganization or other lawsrelating to the enforcement of creditors’ rights or by generalequitable principles and consumer protection laws.All federal, state or local laws, rules or regulations,including, without limitation, those relating to usury,truth-in-lending, real estate settlement procedure,land sales, the offer and sale of securities,consumer credit protection and equal creditopportunity or disclosure, applicable to theTimeshare Loan or the sale of the TimeshareProperty securing the related Obligor Note havebeen complied with in all material respects. Theapplicable rescission period with respect to theTimeshare Loan has expired, and the TimeshareLoan was not originated in, or is subject to the lawsof, any jurisdiction under which the transfer,conveyance or assignment of such Timeshare Loanwould be unlawful, void or voidableNot included in the Transaction.10 Perfected Security Interest in Financed Vehicle. EachReceivable is secured by a security interest in the relatedFinanced Vehicle, in favor of the Sponsor as secured party,which was validly created and is a perfected, first prioritysecurity interest, or the Sponsor has commencedprocedures that will result in the perfection of a first prioritysecurity interest in the related Financed Vehicle, and saidsecurity interest is assignable by the Sponsor to theDepositor.Not included in the Transaction.11 Good Title. Immediately before the sale under thisAgreement, the Sponsor had good title to each Receivablefree and clear of any Lien other than Permitted Liens and,immediately upon the sale under this Agreement, theDepositor will have good title to each Receivable, free andclear of any Lien other than Permitted Liens.Upon the transfer pursuant to Section 2 of thisAgreement of the Timeshare Loan from the Seller tothe Issuer, the Issuer will own full legal andequitable title to such Timeshare Loan, free andclear of any lien, charge, encumbrance orparticipation or ownership interest in favor of anyother Person, other than the Permitted Liens. All ofthe Seller’s right, title and interest in and to suchTimeshare Loan has been validly and effectivelytransferred to the Issuer or a valid first priorityCopyright © 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 3

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1security interest in, and/or the right of revocationand termination provided in the related Right-to-UseAgreement with respect to, the related Obligor Notehas been created or assigned in favor of the Issuer12 All Filings Made. As of the Closing Date, all filings(including UCC filings) necessary in any jurisdiction toprovide third parties with notice of transfer and assignmentherein contemplated, to perfect the sale of the Receivablesfrom the Seller to the Purchaser and from the Purchaser tothe Issuer and to give the Indenture Trustee a first priorityperfected security interest in the Receivables shall havebeen made.Not included in the Transaction.13 Chattel Paper. Each Receivable constitutes “chattel paper”that is in the form of either “tangible chattel paper” or“electronic chattel paper” as such term is defined in theUCC.Not included in the Transaction.14 No Default; No Repossession. Except for paymentdelinquencies that, as of the Cutoff Date, have beencontinuing for a period of not more than 29 days, no default,breach, violation, or event permitting acceleration under theterms of any Receivable shall have occurred as of theCutoff Date; no continuing condition that with notice or thelapse of time would constitute a default, breach, violation orevent permitting acceleration under the terms of anyReceivable shall have arisen; the Seller shall not havewaived any of the foregoing; and no Financed Vehicle hasbeen repossessed without reinstatement as of the CutoffDateNot included in the Transaction.15 Receivables in Force. No Receivable has been satisfied,subordinated or rescinded, nor has any Financed Vehiclebeen released from the Lien granted by the relatedReceivable in whole or in part.Not included in the Transaction.16 No Material Amendments or Modifications. No materialprovision of a Receivable has been affirmatively amended,except amendments and modifications that are contained inthe Receivables Files. No Receivable has been amended orrewritten to extend the due date for any payment date otherthan in connection with a change of the monthly due date inaccordance with the Credit and Collection Policy.Not included in the Transaction.17 No Defenses. To the Sponsor’s knowledge, no right ofrescission, setoff, counterclaim or defense has beenasserted or threatened with respect to any Receivable.Not included in the Transaction.18 One Original. there is only one original executed copy ofeach ReceivableNot included in the Transaction.19 No Payment Default. Except for payments that are notmore than 30 days Delinquent as of the Cutoff Date, noNot included in the Transaction.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 4

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1payment defaults exist.20 Maturity of Receivables. Each receivable has an originalmaturity date of not greater than # months.Not included in the Transaction.21 Scheduled Payments. Each Receivable has a firstscheduled due date not later than 30 days after the CutoffDate.Not included in the Transaction.22 Schedule of Receivables; Selection Procedures. theinformation in the Schedule of Receivables is true andcorrect in all material respects as of the Cutoff Date, and noselection procedures believed to be adverse to the Noteholders have been utilized in selecting the Receivables fromother receivables of the Sponsor that meet the criteriaspecified.Not included in the Transaction.23 Not included in the Benchmark. If the Timeshare Loan is a Mortgage Loan, theTimeshare Property constitutes a fee interest in realproperty at one of the Resorts or a real propertyinterest in the MVC Trust and the related Mortgagehas been duly filed and recorded (or is in theprocess of being recorded) with all appropriategovernmental authorities in all jurisdictions in whichsuch Mortgage is required to be filed and recordedto create a valid, binding and enforceable firstpriority perfected security interest on the relatedTimeshare Property subject only to Permitted Liens.If the Timeshare Loan is a Right-to-Use Loan, therelated Timeshare Property is a Unit at a Resort andthe related Right-to-Use Agreement grants therelated Obligor the right to use and occupy suchUnit and the related Right-to-Use Agreement hasbeen duly filed and recorded with all governmentalauthorities in all jurisdictions in which the relatedRight-to-Use Agreement is required to be filed andrecorded to enable the Seller and its assigns toenforce the revocation and termination rightsgranted in the Right-to-Use Agreement24 Not included in the Benchmark. Each of the related Mortgage, related Right-to-UseAgreement, related Obligor Note, and each otherdocument in the related Timeshare Loan File isgenuine and the legal, valid and binding obligation ofthe maker thereof, enforceable in accordance withits terms (except as such enforceability may belimited by bankruptcy, insolvency, reorganization,and other similar laws affecting the enforcement ofcreditors’ rights generally and by general principlesof equity, regardless of whether such enforceabilityshall be considered in a proceeding in equity or atlaw), and is not subject to any dispute, right ofsetoff, recoupment, counterclaim, or defense of anykind, whether arising out of transactions concerningsuch Timeshare Loan or otherwise, and no suchright has been asserted with respect theretoCopyright © 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 5

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-125 Not included in the Benchmark. All parties to the related Mortgage or the relatedRight-to-Use Agreement and the related ObligorNote had legal capacity to enter into such Mortgageor Right-to-Use Agreement and Obligor Note and toexecute and deliver such related Mortgage or therelated Right-to-Use Agreement and related ObligorNote, and such related Mortgage, related Right-to-Use Agreement and related Obligor Note have beenduly and properly executed by such parties. Noamendments to such related Mortgage or therelated Right-to-Use Agreement, related ObligorNote or any other document in the relatedTimeshare Loan File were required as a result ofany mergers involving the Seller or its predecessorsto maintain the rights of the Seller or itspredecessors thereunder as a mortgagee or party toa Right-to-Use Agreement. The related Obligor hasnot been released, in whole or in part, from any of itsobligations in respect of the Timeshare Loan. NoObligor Note has been satisfied, canceled,rescinded or subordinated, in whole or in part, andno instrument has been executed that would effectany such satisfaction, release, cancellation,subordination or rescission.26 Not included in the Benchmark. At the time the originator made the related ObligorNote secured by a Mortgage or a Right-to-UseAgreement to the related Obligor, such Obligor hadgood and marketable fee simple title to theTimeshare Property or Right-to-Use Agreementsecuring such Obligor Note, free and clear of allLiens, except for Permitted Liens.27 Not included in the Benchmark. At the time the originator made the related ObligorNote secured by a Mortgage or a Right-to-UseAgreement to the related Obligor, such Obligor hadgood and marketable fee simple title to theTimeshare Property or Right-to-Use Agreementsecuring such Obligor Note, free and clear of allLiens, except for Permitted Liens.28 Not included in the Benchmark. The related Mortgage or Right-to-Use Agreement,as the case may be, contains customary andenforceable provisions so as to render the rightsand remedies of the holder thereof adequate for thepractical realization against the related TimeshareProperty of the benefits of the security interests orother remedies intended to be provided thereby,including by judicial foreclosure or other applicableremedies. There is no exemption available to therelated Obligor which would interfere with themortgagee’s right to foreclose such relatedMortgage, if applicable, or the Issuer’s or Servicer’sright to enforce the revocation and termination rightsin the related Right-to-Use Agreement, other thanthat which may be available under applicablebankruptcy, debt relief, homestead statutes or theServicemembers Civil Relief Act of 2003, or asimilar, applicable law of the country in which theCopyright © 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 6

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Obligor is located, if other than the United States29 Not included in the Benchmark. The related Obligor Note is not and has not beensecured by any collateral except the Lien of therelated Mortgage or rights and remedies in therelated Right-to-Use Agreement, as the case maybe.30 Not included in the Benchmark. The related Mortgage or Right-to-Use Agreement,as applicable, for (A) each jurisdiction in which aResort is located, and (B) the jurisdiction underwhich the Beneficial Interests are issued and therelated Obligor Note for (A) each jurisdiction inwhich a Resort is located and (B) each jurisdiction inwhich Beneficial Interests are sold, are substantiallyin the respective forms set forth as Exhibit B hereto31 Not included in the Benchmark. All entries with respect to such Timeshare Loan(including if it is a Qualified Substitute TimeshareLoan) as set forth on the related Schedule ofTimeshare Loans are true and correct32 Not included in the Benchmark. All of the related Timeshare Loan Servicing Files forsuch Timeshare Loan have been, on or prior to theClosing Date (or the related Substitution Date)obtained by the Servicer and all the relatedTimeshare Loan Files are complete (as required inthe definition of “Timeshare Loan Files”) in allmaterial respects and are in the possession of theCustodian33 Not included in the Benchmark. The Mortgage, if any, is covered by a form oflender’s title insurance policy issued by a title insurerqualified to do business in the jurisdiction where therelated Timeshare Property or, with respect to aBeneficial Interest, the MVC Trust, is located,insuring the Seller and its successors and assigns,as to the first priority perfected Lien of the Mortgage,subject only to Permitted Liens, in an amount equalto or greater than the Loan Balance of such ObligorNote on the Closing Date or Substitution Date, asthe case may be. Such lender’s title insurancepolicy is in full force and effect. No claims havebeen made under such lender’s title insurancepolicy, and no prior holder of such Mortgage,including the Seller, has done or omitted to doanything which would impair the coverage of suchlender’s title insurance policy34 Not included in the Benchmark. The Seller has not taken (or omitted to take), andhas no notice that the related Obligor has taken (oromitted to take), any action that would impair orinvalidate the coverage provided by any hazard, titleor other insurance policy, if any, relating to suchObligor Note or the related Timeshare Property35 Not included in the Benchmark. The related Obligor Note evidences a fullyamortizing debt obligation which bears a fixed rateof interest, provides for substantially level monthlypayments of principal and interest (other than theCopyright © 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 7

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1final payment thereon), and is payable in UnitedStates dollars36 Not included in the Benchmark. The related Obligor Note has an original term tostated maturity of twenty years or less37 Not included in the Benchmark. A minimum of one payment due under theTimeshare Loan has been made on the relatedObligor Note prior to the related Cut-Off Date38 Not included in the Benchmark. Such Timeshare Loan is not more than 30 daysdelinquent on any payment of principal or interest asof the Initial Cut-Off Date. If such Timeshare Loanis a Qualified Substitute Timeshare Loan, it is notmore than 30 days delinquent on any payment ofprincipal or interest as of the related SubstitutionDate39 Not included in the Benchmark. All applicable intangible taxes, documentary stamptaxes and state and local taxes were paid in respectof such Timeshare Loan40 Not included in the Benchmark. The proceeds of the Timeshare Loan has been fullydisbursed and no additional performance by theSeller is required41 Not included in the Benchmark. The terms of the related Mortgage, Right-to-UseAgreement, if applicable, and Obligor Note have notbeen modified in any material respect (unless by awriting contained in the related Timeshare LoanFiles or as required by the Servicemembers’ CivilRelief Act) and in no event to avoid delinquency ordefault42 Not included in the Benchmark. The related Obligor Note, if secured by a Mortgage,is principally and directly secured by an interest inreal property43 Not included in the Benchmark. The related Obligor Note was originated by MORI orone of its subsidiaries or Affiliates in the ordinarycourse of its, its subsidiary’s or its Affiliate’sbusiness in connection with the initial sale or resaleof a timeshare estate or the right to use and occupya Timeshare Property, all in accordance with theCredit and Collection Policy in effect at such time oforigination44 Not included in the Benchmark. The related Timeshare Property, or the right to useand occupy the related Timeshare Property, or theshares of a Resort Association or the MVC TrustAssociation, as applicable, granting the right to useand occupy the related Timeshare Property, areassignable upon liquidation of the Obligor Note towhich it relates without the consent of the relatedResort Association or the MVC Trust Association, asapplicable, or any other Person and there are noother restrictions on resale thereof, except that as toa Resort Association that is a cooperativeassociation, such right of assignment may beexercisable by the Seller or any Affiliate of the Selleras agent of the Resort AssociationCopyright © 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 8

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-145 Not included in the Benchmark.46 Not included in the Benchmark. The related Obligor is not (i) a Person (other than anindividual) that is affiliated with the Seller, theServicer, or any of their respective affiliates, or (ii) aGovernmental Authority47 Not included in the Benchmark. With respect to a Weeks-Based Timeshare Loan, (i)the related Resort Association was duly organizedand, to the best of the Seller’s knowledge, is validlyexisting and in good standing in the state of itsorganization, (ii) a MORI Affiliated Managermanages the related Resort and, if there is a relatedResort Association, performs services for suchResort Association, pursuant to agreementsbetween such MORI Affiliated Manager and suchResort Association, each of such agreements beingin full force and effect, (iii) any agreementsmentioned in the preceding clause (ii) includeservices that are substantially similar to the servicesdescribed in the true and correct copy of amanagement agreement between such MORIAffiliated Manager and one of the ResortAssociations, which has been furnished to theIssuer, and (iv) such MORI Affiliated Manager andthe related Resort Association have performed in allmaterial respects all obligations under any suchagreements and are not in material defaultthereunder48 Not included in the Benchmark. With respect to a Trust-Based Timeshare Loan, (i)each MVC Resort Association and the MVC TrustAssociation was duly organized and, to the best ofthe Seller’s knowledge, is validly existing and ingood standing in the state of its organization, (ii) aMORI Affiliated Manager manages all of the MVCResorts and, if there is a related MVC ResortAssociation, performs services for such MVC ResortAssociation, pursuant to agreements between suchMORI Affiliated Manager and such MVC ResortAssociation, each of such agreements being in fullforce and effect, (iii) any agreements mentioned inthe preceding clause (ii) include services that aresubstantially similar to the services described in thetrue and correct copy of a management agreementbetween such MORI Affiliated Manager and one ofthe MVC Resort Associations, which has beenfurnished to the Issuer, and (iv) such MORI AffiliatedManager and the related MVC Resort Associationhave performed in all material respects allobligations under any such agreements and are notin material default thereunder49 Not included in the Benchmark. With respect to a Weeks-Based Timeshare Loan, (i)the related Resort procures casualty and propertyinsurance through the related Resort Association, ifany, or through the Seller or an Affiliate of the Seller.Such property insurance includes coverage fordamage or loss for the full replacement valuethereof or, if not available on commerciallyreasonable terms, the maximum amount that theServicer, in accordance with the Servicing Standard,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 9

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1requires the related Obligor to pay all taxes,insurance premiums and maintenance costs withrespect to the related Timeshare and shall notviolate the terms and provisions of any declarationor other document recorded in the real estaterecords where the related Resort is located forpurposes of creating and governing the rights ofowners of Timeshare Properties related thereto, asmay be in effect from time to time (each, as“Declaration”) and any rules and regulationspromulgated in connection therewith. If suchTimeshare Loan is a Right-to-Use Loan, it requiresthe related Obligor to pay all maintenance costs withrespect to the related Timeshare Property. Thereare no delinquent taxes, ground rents, watercharges, sewer rents, assessments outstanding withrespect to the related Timeshare Property, and thereare no other material outstanding Liens affecting therelated Timeshare Property, other than PermittedLiens52 Not included in the Benchmark. With respect to a Weeks-Based Timeshare Loan,the related Timeshare Property and related Resortare free of material damage and waste and there isno proceeding pending or, to the best knowledge ofthe Seller, threatened for the total or partialcondemnation or taking of such Timeshare Propertyor Resort by eminent domain.53 Not included in the Benchmark. The MVC Resorts are, in the aggregate, free ofmaterial damage and waste and there is noproceeding pending or, to the best knowledge of theSeller, threatened for the total or partialcondemnation or taking of any MVC Resort byeminent domain.54 Not included in the Benchmark. No consent, approval, order or authorization of, andno filing with or notice to, any court or GovernmentalAuthority in respect of the related Obligor is requiredwhich has not been obtained in connection with thetransfer of such Timeshare Loan to the Issuer55 Not included in the Benchmark. The Timeshare Loan was not selected usingselection procedures reasonably believed by theSeller to be adverse to the Issuer56 Not included in the Benchmark. With respect to a Weeks-Based Timeshare Loan, (i)the Unit related to the Timeshare Loan has beencompleted in all material respects as required byapplicable federal, state and local laws, free of alldefects that could give rise to any claimsthereunder; (ii) to the extent required by applicablelaw, valid certificates of occupancy for such Unit hasbeen issued and are currently outstanding; and (iii)the Seller and its commonly controlled Affiliateshave complied in all material respects with allobligations and duties incumbent upon theCopyright © 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 11

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1developers of the related Resort including therelated Declarations and similar applicabledocuments for the related Resort.57 Not included in the Benchmark. With respect to a Weeks-Based Timeshare Loan, (i)no practice, procedure or policy employed by therelated Resort Association in the conduct of itsbusiness violates any law, regulation, judgment oragreement, including, without limitation, thoserelating to zoning, building, use and occupancy, fire,health, sanitation, air pollution, ecological,environmental and toxic wastes, applicable to suchResort Association or MORI Affiliated Managerwhich, if enforced, would reasonably be expected to(A) have a material adverse impact on such ResortAssociation or the ability of such Resort Associationor MORI Affiliated Manager to do business, (B) havea material adverse impact on the financial conditionof such Resort Association or MORI AffiliatedManager, or (C) constitute grounds for therevocation of any license, charter, permit orregistration which is material to the conduct of thebusiness of the Resort Association or MORIAffiliated Manager, (ii) the related Resort and thepresent use thereof does not violate any applicableenvironmental, zoning or building laws, ordinances,rules or regulations of any governmental authority,or any covenants or restrictions of record, so as tomaterially adversely affect the value or use of suchResort or the performance by the related ResortAssociation of its obligations pursuant to and ascontemplated by the terms and provisions of therelated Declaration, (iii) there is no conditionpresently existing and no event has occurred orfailed to occur prior to the date hereof, concerningthe related Resort relating to any hazardous or toxicmaterials or condition, asbestos or otherenvironmental or similar matters which wouldreasonably be expected to materially and adverselyaffect the present use of such Resort or the financialcondition or business operations of the relatedResort Association, or the value of such TimeshareLoan58 Not included in the Benchmark. With respect to a Trust-Based Timeshare Loan, (i)no practice, procedure or policy employed by anyMVC Resort Association or the MVC TrustAssociation in the conduct of its business violatesany law, regulation, judgment or agreement,including, without limitation, those relating to zoning,building, use and occupancy, fire, health, sanitation,air pollution, ecological, environmental and toxicwastes, applicable to such MVC Resort Association,the MVC Trust Association or MORI AffiliatedManager, which, if enforced, would reasonably beexpected to (A) have a material adverse impact onsuch Resort Association or the MVC TrustAssociation, as applicable, or the ability of suchMVC Resort Association or the MVC TrustAssociation, as applicable, or MORI AffiliatedCopyright © 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 12

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Manager to do business, (B) have a materialadverse impact on the financial condition of suchMVC Resort Association, the MVC Trust Associationor MORI Affiliated Manager, or (C) constitutegrounds for the revocation of any license, charter,permit or registration which is material to theconduct of the business of such MVC ResortAssociation, the MVC Trust Association or MORIAffiliated Manager, (ii) neither any MVC Resort northe present use thereof violates any applicableenvironmental, zoning or building laws, ordinances,rules or regulations of any governmental authority,or any covenants or restrictions of record, so as tomaterially adversely affect the value or use of suchMVC Resort or the performance by the related MVCResort Association or MVC Trust Association, asapplicable, of its obligations pursuant to and ascontemplated by the terms and provisions of therelated Declaration, (iii) there is no conditionpresently existing and no event has occurred orfailed to occur prior to the date hereof, concerningany MVC Resort relating to any hazardous or toxicmaterials or condition, asbestos or otherenvironmental or similar matters which wouldreasonably be expected to materially and adverselyaffect the present use of such MVC Resort or thefinancial condition or business operations of therelated MVC Resort Association, the MVC TrustAssociation or the value of such Timeshare Loan.59 Not included in the Benchmark. With respect to a Weeks-Based Timeshare Loan,the related Resort has made all filings and holds allmaterial licenses, permits and registrations whichare required under the laws of each jurisdiction inwhich the nature of its activities make such filings,licenses, permits or registrations necessary60 Not included in the Benchmark. With respect to a Trust-Based Timeshare Loan, theMVC Resorts have made all filings and holds allmaterial licenses, permits and registrations whichare required under the laws of each jurisdiction inwhich the nature of its activities make such filings,licenses, permits or registrations necessary61 Not included in the Benchmark. With respect to a Weeks-Based Timeshare Loan,the capital reserves and maintenance fee levels ofthe Resort Association related to the related Resortare adequate in light of the operating requirementsof such Resort Association62 Not included in the Benchmark. With respect to a Trust-Based Timeshare Loan, thecapital reserves and maintenance fee levels of theMVC Resort Associations are adequate in light ofthe operating requirements thereof63 Not included in the Benchmark. Each of the assignments of Mortgage and eachCopyright © 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 13

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1endorsement of the related Obligor Note constitutesa duly executed, legal, valid, binding andenforceable assignment or endorsement, as thecase may be, of such related Mortgage and relatedObligor Note, and all monies due or to become duethereunder, and all proceeds thereof.64 Not included in the Benchmark. The related Mortgage is and will be prior to any Lienon, or other interests relating to, the relatedTimeshare Property (other than the Permitted Liens)65 Not included in the Benchmark. The Timeshare Loan and the related Obligor Note (i)is not in default due to the Obligor's failure to havetimely made one or more payments owed on theObligor Note, (ii) is not guaranteed by the Seller orany Affiliate thereof, (iii) does not contain a provisionthat permits the Obligor Note to be converted into,or exchanged for, any legal or beneficial ownershipinterest in any asset, or has a provision under whichone or more payments thereunder are determined inreference or are contingent upon the value of anyasset, (iv) does not have the timing or amount ofpayments under the Obligor Note determined byreference to, or is contingent on, the timing oramount of payments made on debt issued by theSeller or any affiliate thereof, (v) is not a partialinterest in a debt instrument (such as a strippedbond or a stripped coupon) and (vi) is not traded onan established securities market.66 Not included in the Benchmark. As of the related Cut-Off Date, the relatedObligor has a Current Equity Percentage of atleast 10% of the Purchase Price for the relatedTimeshare Property securing such TimeshareLoan67 Not included in the Benchmark. With respect to a Weeks-Based Timeshare Loanrelating to the Aruba Surf Club or the Aruba OceanClub, a notice has been delivered or will bedelivered within 45 days of the Closing Date orSubstitution Date, as applicable, to the relatedObligor indicating that such Weeks-BasedTimeshare Loan has been transferred to the Issuerand the Trustee.68 Not included in the Benchmark. No broker is, or will be, entitled to any commissionor compensation in connection with the transfer ofthe Timeshare Loan69 Not included in the Benchmark. If such Timeshare Loan is an Initial Timeshare Loan,the Timeshare Loan does not, when aggregatedwith all other Initial Timeshare Loans on the ClosingDate, and if such Timeshare Loan is a QualifiedSubstitute Timeshare Loan will not, whenCopyright © 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 14

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1aggregated with all the other Timeshare Loans onthe related Substitution Date, cause any of thefollowing to fail to be true (except for item (3) belowwith respect to a Qualified Substitute TimeshareLoan on the related Substitution Date) as of theClosing Date or Substitution Date, as applicable:(1) the percentage of TimeshareLoans having Foreign Obligors is23.00% or less of the aggregateof the Loan Balances of allTimeshare Loans;(2) the weighted average originalterm to stated maturity does notexceed 135 months;(3) the weighted average interest rateon the Timeshare Loans is equalto or greater than 12.50%;(4) the weighted average seasoningon the Timeshare Loans is equalto or greater than 24 months;(5) the percentage of TimeshareLoans that are Right-to-UseLoans does not exceed 7.00% ofthe aggregate of the LoanBalances of all Timeshare Loans70 Not included in the Benchmark. With respect to (i) a Trust-Based Timeshare Loan or(ii) a Weeks-Based Timeshare Loan relating to aResort located in the State of South Carolina, suchTimeshare Loan was originated on or afterDecember 5, 200571 Not included in the Benchmark. With respect to (i) a Trust-Based Timeshare Loan or(ii) a Weeks-Based Timeshare Loan relating to aResort located in the State of Nevada, suchTimeshare Loan was not originated betweenNovember 13, 2008 and February 3, 200972 Not included in the Benchmark. No payment due under the Timeshare Loan (otherthan, if applicable, the waiver in the ordinary courseof any nominal processing fees and chargesrequired to be paid by the related Obligor) has beenmade, directly or indirectly, by MORI, the Servicer orany of their Affiliates73 Not included in the Benchmark. With respect to a Trust-Based Timeshare Loan, theMVC Trust is a Florida land trust validly establishedpursuant to Section 689.071, Florida Statutes, andthe MVC Trust AgreementCopyright © 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 15

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-174 Not included in the Benchmark. With respect to a Trust-Based Timeshare Loan, alltimeshare fee or other estates in MVC Units held bythe MVC Trustee (i) have been properly conveyed tothe MVC Trustee, (ii) are owned by the MVCTrustee with full legal and equitable title thereto, freeand clear of all liens and (iii) have a certificate ofoccupancy75 Not included in the Benchmark. With respect to a Trust-Based Timeshare Loan,none of Marriott Ownership Resorts Inc., MVC TrustOwners Association, Inc. or, to the best of theSeller’s knowledge, First American Trust FSB is indefault under the MVC Trust Agreement or hascaused the one-to-one right to use nightrequirement ratio to fail to be maintained withrespect to the Trust Property.76 Not included in the Benchmark. If the related Domestic Obligor has a FICO score,such Domestic Obligor’s FICO score is 600 orgreater.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 16

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Enforcement mechanism(s)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 17

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-177 Repurchase of Receivables. In the event of a breach ofany representation or warranty set forth in Section # whichmaterially and adversely affects the interest of thePurchaser [Intermediary] (or any assignee thereof ) in anyReceivable, unless such breach shall have been cured in allmaterial respects, the Seller [Originator] shall repurchasesuch Receivable by the last day of the second CollectionPeriod following the Collection Period in which the discoveryof the breach is made or notice is received, as the casemay be. This repurchase obligation shall obtain for allrepresentations and warranties of the Seller [Originator]contained in Section # of this Agreement whether or not theSeller [Originator] has knowledge of the breach at the timeof the breach or at the time the representations andwarranties were made. In consideration of the purchase ofany such Receivable, the Seller [Originator] shall remit anamount equal to the Warranty Purchase Payment in respectof such Receivable to the Purchaser [Intermediary].Mandatory Repurchases and Substitutions forBreaches of Representations and Warranties. Uponthe discovery by MORI or the Purchaser of a breachof any of the representations and warranties inSection 5(a) or Section 5(b) hereof which materiallyand adversely affects the value of a Timeshare Loanor the interests of the Purchaser or any subsequentassignee of the Purchaser therein, the partydiscovering such breach shall give prompt writtennotice thereof to the others and to thePerformance Guarantor; provided that withrespect to any Trust-Based Timeshare Loan, nobreach of any representation or warranty set forth inclauses (aa), (cc), (ff), (kk), (mm), or (oo) ofSchedule I hereto will be deemed to materially andadversely affect the value of such Timeshare Loanor the interests of the Purchaser or any subsequentassignee of the Purchaser therein unless suchbreach materially and adversely affects the MVCTrust. Within 60 days from the date MORI is notifiedof, or otherwise discovers, such breach, MORI shalleliminate or otherwise cure in all material respectsthe circumstance or condition which has causedsuch representation or warranty to be incorrect oreither (i) repurchase such Timeshare Loan at theRepurchase Price, or (ii) provide one or moreQualified Substitute Timeshare Loans for suchTimeshare Loan and pay the related SubstitutionShortfall Amount, if any.The Purchaser hereby directs and MORI herebyagrees to remit all amounts in respect ofRepurchase Prices and Substitution ShortfallAmounts in immediately available funds to theCollection Account. In the event that more than oneTimeshare Loan is substituted pursuant to Sections6(a) hereof on any Substitution Date, theSubstitution Shortfall Amounts and the LoanBalances of Qualified Substitute Timeshare Loansshall be calculated on an aggregate basis for allsubstitutions made on such Substitution Date78 Remedies. the Seller [Intermediary], the Servicer or theOwner Trustee, as the case may be, shall inform the otherparties to this Agreement and the Indenture Trusteepromptly, in writing, upon the discovery of any breach of theSeller’s [Intermediary] representations and warranties madepursuant to Section # that materially and adversely affectsthe interests of the Issuer in any Receivable. By the last dayof the second Collection Period following the CollectionPeriod in which it discovers or receives notice of suchbreach, the Seller [Intermediary] shall, unless such breachshall have been cured in all material respects, repurchasesuch Receivable and, if necessary, the Seller [Intermediary]shall enforce the obligation of [Originator] under theReceivables Purchase Agreement to repurchase suchReceivable from the Seller [Intermediary].Not included in the Transaction.79 Not included in the Benchmark. Notwithstanding the foregoing, (A) the failure todeliver a policy of lender’s title insurance in respectof a Timeshare Loan shall not constitute a breach ofCopyright © 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 18

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

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

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1be validly issued and outstanding and entitled to thebenefits hereof.95 Not included in the Benchmark. Location of Chief Executive Office and Records. Theprincipal place of business and chief executive officeof the Issuer, and the office where the Issuermaintains all of its records is located at 6649Westwood Boulevard, Orlando, Florida 3282196 Not included in the Benchmark. Name. The legal name of the Issuer is as set forth inthe signature page of this Indenture and ServicingAgreement and the Issuer does not have anytradenames, fictitious names, assumed names or“doing business as” names97 Not included in the Benchmark. Accuracy of Information. The representations andwarranties of the Issuer in the TransactionDocuments are true and correct in all materialrespects as of the Closing Date and, except forrepresentations and warranties expressly made as ofa different date, each Substitution Date98 Not included in the Benchmark. Special Purpose. The Issuer shall engage in nobusiness, and take no actions with respect to anyother transaction than the transactions contemplatedby the Transaction Documents and will otherwisemaintain its existence separate from the Seller and allother entities as provided in its organizationaldocuments99 Not included in the Benchmark. Securities Laws. The Issuer is not an “investmentcompany” or a company “controlled” by an“investment company” within the meaning of theInvestment Company Act of 1940, as amended100 Not included in the Benchmark. All original executed copies of each Obligor Note thatconstitute or evidence the Trust Estate have beendelivered to the Custodian and the Issuer hasreceived a Trust Receipt therefor, whichacknowledges that the Custodian is holding theObligor Notes that constitute or evidence the TrustEstate solely on behalf and for the benefit of theIndenture Trustee101 Not included in the Benchmark.All financing statements filed or to be filed against theIssuer in favor of the Indenture Trustee in connectionherewith describing the Trust Estate contain astatement to the following effect: “A purchase of orsecurity interest in any collateral described in thisfinancing statement will violate the rights of theSecured Party.”102 Not included in the Benchmark. None of the Obligor Notes that constitute or evidencethe Trust Estate has any marks or notations indicatingthat they have been pledged, assigned or otherwiseconveyed to any Person other than the IndentureTrustee103 Not included in the Benchmark. Control Account. The account number of the ControlCopyright © 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 22

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Account, together with the names, addresses, ABAnumbers and names of contact persons of the ControlAccount Bank maintaining such Control Account andthe related Post Office Boxes have been delivered tothe Indenture Trustee. From and after the ClosingDate, the Indenture Trustee (or its agent) shall have afirst priority perfected security interest in all of themonies, checks, instruments, depository transfers orautomated clearing house electronic transfers andother items of payment and their proceeds and allmonies and earnings, if any thereon, relating to theTimeshare Loans in the Control Account. TheIndenture Trustee (or its agent) has control over theControl Account.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 23

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Enforcement mechanism(s)104 Events of Default. the occurrence of any one of thefollowing events will constitute an event of default underthis Indenture (each, an “Event of Default”): … anyrepresentation or warranty of the Issuer made in thisIndenture or in any Officer’s Certificate or otherdocument delivered pursuant to or in connection withthis Indenture proves to have been incorrect in anymaterial respect as of the time made and, in each case,such failure or incorrectness continues for a period of 60days after notice was given to the Issuer by theIndenture Trustee or to the Issuer and the IndentureTrustee by the Note holders of at least 25% of the NoteBalance of the Controlling Class specifying such failureor incorrectness, requiring it to be remedied and statingthat such notice is a “Notice of Default”.“Event of Default” wherever used herein with respectto Notes, means any one of the following:(a) default in the payment ofinterest on any Class of Notes within two BusinessDays after the same becomes due and payable(determined irrespective of Available Funds) or afailure to reduce the Outstanding Note Balance ofany Class of Notes to zero and to reimburse all theNote Balance Write-Down Amounts, if any, at theStated Maturity;(b) a non-monetary default in theperformance, or breach, of any covenant of theIssuer in this Indenture and Servicing Agreement(other than a covenant dealing with a default in theperformance of which or the breach of which isspecifically dealt with elsewhere in this Section6.01), the continuance of such default or breach fora period of 30 days (or, if the Issuer shall provideevidence satisfactory to the Indenture Trustee thatsuch covenant cannot be cured in the 30 day periodand that it is diligently pursuing a cure, 60 days)after the earlier of (x) the Issuer first acquiringknowledge thereof, and (y) the Indenture Trustee’sgiving written notice thereof to the Issuer; provided,however, that if such default or breach is in respectof the covenants contained in Section 8.06(a)(i) or(ii), there shall be no grace period whatsoever; or(c) if any representation orwarranty of the Issuer made in this Indenture andServicing Agreement shall prove to be incorrect inany material respect as of the time when the sameshall have been made, and such breach is notremedied within 30 days (or, if the Issuer shallprovide evidence satisfactory to the IndentureTrustee that such representation or warranty cannotbe cured in the 30 day period and that it is diligentlypursuing a cure, 60 days) after the earlier of (x) theIssuer first acquiring knowledge thereof, and (y) theIndenture Trustee’s giving written notice thereof tothe Issuer; or(d) the entry by a court havingjurisdiction in the premises of (i) a decree or orderfor relief in respect of the Issuer in an involuntarycase or proceeding under any applicable federal orstate bankruptcy, insolvency, reorganization, orother similar law or (ii) a decree or order adjudgingthe Issuer a bankrupt or insolvent, or approving asproperly filed a petition seeking reorganization,arrangement, adjustment, or composition of or inrespect of the Issuer under any applicable federalor state law, or appointing a custodian, receiver,liquidator, assignee, trustee, sequestrator, or othersimilar official of the Issuer, or of any substantialpart of its property, or ordering the winding up orliquidation of its affairs, and the continuance of anysuch decree or order for relief or any such otherCopyright © 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 24

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1decree or order unstayed and in effect for a periodof 60 consecutive days; or(e) the commencement by theIssuer of a voluntary case or proceeding under anyapplicable federal or state bankruptcy, insolvency,reorganization, or other similar law or of any othercase or proceeding to be adjudicated a bankrupt orinsolvent, or the consent by either to the entry of adecree or order for relief in respect of the Issuer inan involuntary case or proceeding under anyapplicable federal or state bankruptcy, insolvency,reorganization, or other similar law or to thecommencement of any bankruptcy or insolvencycase or proceeding against it, or the filing by it of apetition or answer or consent seekingreorganization or relief under any applicable federalor state law, or the consent by it to the filing of suchpetition or to the appointment of or takingpossession by a custodian, receiver, liquidator,assignee, trustee, sequestrator, or similar official ofthe Issuer or of any substantial part of its property,or the making by it of an assignment for the benefitof creditors, or the Issuer’s failure to pay its debtsgenerally as they become due, or the taking ofcorporate action by the Issuer in furtherance of anysuch action; or(f) the Issuer becoming subjectto registration as an “investment company” underthe Investment Company Act of 1940, as amended;or(g) the impairment of the validityof any security interest of the Indenture Trustee inthe Trust Estate in any material respect, except asexpressly permitted hereunder, or the creation ofany material encumbrance on all or any portion ofthe Trust Estate not otherwise permitted which isnot stayed or released within 10 days of the Issuerhaving knowledge of its creation; orany default of the Seller of its obligation to repurchaseor substitute a Timeshare Loan under the SaleAgreement within the relevant time periodCopyright © 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 25

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1105 Acceleration of Maturity; Rescission and Annulment: (a)If an Event of Default occurs and is continuing, theIndenture Trustee or the Noteholders of at least amajority of the Note Balance of the Controlling Classmay declare all of the Notes to be immediately due andpayable, by notice to the Issuer (and to the IndentureTrustee if given by the Noteholders). Upon any suchdeclaration, the unpaid Note Balance of the Notes,together with accrued and unpaid interest through thedate of acceleration, will become immediately due andpayable. (b) the Noteholders of at least a majority of theNote Balance of the Controlling Class, by notice to theIssuer and the Indenture Trustee, may rescind and annula declaration of acceleration of maturity and itsconsequences before a judgment or decree for paymentof the amount due has been obtained by the IndentureTrustee as provided in this Article # if: (i) the Issuer haspaid or deposited with the Indenture Trustee an amountsufficient to (A) pay all payments of principal of andinterest on the Notes and all other amounts that wouldthen be due under this Indenture or upon the Notes if theEvent of Default giving rise to such acceleration had notoccurred, (B) pay all amounts owed to the IndentureTrustee under Section #, and (C) pay all otheroutstanding fees and expenses of the Issuer, and (ii) allEvents of Default, other than the non-payment of theprincipal of the Notes that has become due solely bysuch acceleration, have been cured or waived asprovided in Section #.106 Remedies; Priorities.(a) If the Notes have been accelerated under Section #,the Indenture Trustee may do one or more of thefollowing (subject to Section #), and will upon directionby the Noteholders of a majority of the Note Balance ofthe Controlling Class:(i) institute a Proceeding in its own name and as trusteeof an express trust for the collection of all amounts thenpayable on the Notes or under this Indenture withrespect to the Notes, enforce any judgment obtained andcollect from the Issuer monies adjudged due;(ii) institute a Proceeding for the complete or partialforeclosure of this Indenture with respect to theCollateral;(iii) exercise any remedies of a secured party under theUCC and take any other action to protect and enforcethe rights and remedies of the Indenture Trustee and theNoteholders; and(iv) sell or otherwise liquidate all or any portion of theCollateral or rights or interest in the Collateral at one ormore public or private sales called and conducted in anymanner permitted by law.(b) Notwithstanding Section #, the Indenture Trustee isprohibited from selling or otherwise liquidating theCollateral unless: …The Event of Default is described in Section # and:(A) the Noteholders representing 100% of theOutstanding Amount of the Notes consent to such saleIf an Event of Default of the kind specified in Section6.01(d) or Section 6.01(e) hereof occurs, each Classof Notes shall automatically become due and payableat the sum of its then Outstanding Note Balance andunreimbursed Note Balance Write-Down Amounts, ifany, together with all accrued and unpaid interestthereon. If an Event of Default of the kind specified inSection 6.01(a) hereof occurs (other than as a resultof an Event of Default of the type described in Section6.01(d) or (e) hereof), the Indenture Trustee shall,upon notice from Holders (other than MORI or anAffiliate thereof) representing at least 66-2/3% of thethen Outstanding Note Balance of the Class A Notes(plus, if the payment of interest and principal on theClass A Notes is current, the consent of holders(other than MORI or an Affiliate thereof) representingat least a majority of the then Outstanding NoteBalance of the Class B Notes to the extent suchClass has failed to receive one or more payments ofinterest or principal), declare each Class of Notes tobe immediately due and payable at the sum of itsthen Outstanding Note Balance and unreimbursedNote Balance Write-Down Amounts, if any, plus allaccrued and unpaid interest thereon. If an Event ofDefault of the kind other than as specified in thepreceding two sentences occurs, the IndentureTrustee shall, upon notice from Holders (other thanMORI or an Affiliate thereof) representing at least 66-2/3% of the then Outstanding Note Balance of eachClass of Notes, declare each Class of Notes to beimmediately due and payable at the sum of its thenOutstanding Note Balance and unreimbursed NoteBalance Write-Down Amounts, if any, plus accruedand unpaid interest thereon.(a) If an Event of Default withrespect to the Notes occurs and is continuing ofwhich a Responsible Officer of the IndentureTrustee has actual knowledge, the IndentureTrustee shall immediately give notice to eachNoteholder as set forth in Section 7.02 hereof andshall solicit such Noteholders for advice. TheIndenture Trustee shall then take such action as sodirected by the Holders representing at least 66-2/3% of the then Outstanding Note Balance of eachClass of Notes subject to the provisions of thisIndenture and Servicing Agreement.(b) Following any acceleration ofthe Notes, the Indenture Trustee shall have all ofthe rights, powers and remedies with respect to theTrust Estate as are available to secured partiesunder the UCC or other applicable law, subject tosubsection (d) below. Such rights, powers andremedies may be exercised by the IndentureTrustee in its own name as trustee of an expresstrust.(c) If an Event of Defaultspecified in Section 6.01(a) hereof occurs and iscontinuing, the Indenture Trustee is authorized torecover judgment in its own name and as trustee ofCopyright © 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 26

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1or liquidation; or(B) the proceeds of such sale or liquidation are expectedto be sufficient to pay in full all amounts owed by theIssuer to the Secured Parties including all principal ofand accrued interest on the Notes Outstanding.an express trust against the Issuer for the sum ofthe Aggregate Outstanding Note Balance andunreimbursed Note Balance Write-Down Amounts,if any, and interest remaining unpaid with respect tothe Notes.(d) If an Event of Default occursand is continuing, the Indenture Trustee may in itsdiscretion, and at the instruction of the Holdersrepresenting at least 66-2/3% of the then OutstandingNote Balance of each Class of Notes shall proceed toprotect and enforce its rights and the rights of theNoteholders by such appropriate judicial or otherproceedings as the Indenture Trustee shall deemmost effectual to protect and enforce any such rights,whether for the specific enforcement of any covenantor agreement in this Indenture and ServicingAgreement or in aid of the exercise of any powergranted herein, or to enforce any other properremedy. The Indenture Trustee shall notify theIssuer, the Rating Agencies, the Servicer and theNoteholders of any such action.(e) If (i) the Indenture Trustee shall have receivedinstructions within 45 days from the date noticepursuant to Section 6.03(a) hereof is first given fromHolders representing at least 66-2/3% of the thenOutstanding Note Balance of each Class of Notes tothe effect that such Persons approve of or request theliquidation of the Timeshare Loans or (ii) upon anEvent of Default set forth in Section 6.01(d) or (e)hereof, the Indenture Trustee shall to the extentlawful, promptly sell, dispose of or otherwise liquidatethe Timeshare Loans in a commercially reasonablemanner and on commercially reasonable terms,which shall include the solicitation of competitive bids;provided, however, that, upon an Event of Default setforth in Section 6.01(d) or (e) hereof, Holdersrepresenting at least 51% of the then OutstandingNote Balance of each Class of Notes may notify theIndenture Trustee that such liquidation shall notoccur. The Indenture Trustee may obtain a priordetermination from any conservator, receiver orliquidator of the Issuer that the terms and manner ofany proposed sale, disposition or liquidation arecommercially reasonable.107 Not included in the Benchmark. Indenture Trustee May File Proofs of Claim. In caseof the pendency of any receivership, insolvency,liquidation, bankruptcy, reorganization, arrangement,adjustment, composition or other judicial proceedingrelative to the Issuer, or any other obligor in respectof the Notes, or the property of the Issuer, or suchother obligor or their creditors, the Indenture Trustee(irrespective of whether the principal of the Notesshall then be due and payable as therein expressedor by declaration or otherwise and irrespective ofwhether the Indenture Trustee shall have made anydemand on the Issuer for the payment of overdueprincipal or interest) shall be entitled and empowered,by intervention in such proceeding or otherwise: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 27

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1(i) to file and prove a claimfor the whole amount of principal andinterest owing and unpaid in respect of theNotes and to file such other papers ordocuments as may be necessary oradvisable in order to have the claims of theIndenture Trustee and any predecessorIndenture Trustee (including any claim forthe reasonable compensation, expenses,disbursements and advances of theIndenture Trustee and any predecessorIndenture Trustee, their agents and counsel)and of the Noteholders allowed in suchjudicial proceeding;(ii) to collect and receive anymoneys or other property payable ordeliverable on any such claims and todistribute the same; and(iii) to participate as amember, voting or otherwise, of any officialcommittee of creditors appointed in suchmatter;and any custodian, receiver, liquidator, assignee,trustee, sequestrator or other similar official in anysuch judicial proceeding is hereby authorized by eachNoteholder to make such payments to the IndentureTrustee and to pay to the Indenture Trustee anyamount due it for the reasonable compensation,expenses, disbursements and advances of theIndenture Trustee and any predecessor IndentureTrustee, their agents and counsel, and any otheramounts due the Indenture Trustee and anypredecessor Indenture Trustee under Section 7.06108 Not included in the Benchmark. Indenture Trustee May Enforce Claims WithoutPossession of Notes.All rights of action and claims under this Indentureand Servicing Agreement, the Notes, the TimeshareLoans or the other assets constituting the TrustEstate may be prosecuted and enforced by theIndenture Trustee without the possession of any ofthe Notes or the production thereof in any proceedingrelating thereto, and any such proceeding institutedby the Indenture Trustee shall be brought in its ownname as trustee of an express trust, and any recoveryof judgment shall, after provisions for the payment ofreasonable compensation, expenses, disbursementsand advances of the Indenture Trustee and anypredecessor Indenture Trustee, their agents andcounsel, be for the benefit of the Noteholders inrespect of which such judgment has been recovered,and distributed pursuant to the priorities contemplatedby Section 3.04 hereof and Section 6.06 hereofCopyright © 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 28

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1109 Not included in the Benchmark. Limitation on Suits.No Noteholder, solely by virtue of its status asNoteholder, shall have any right by virtue or byavailing of any provision of this Indenture andServicing Agreement to institute any suit, action orproceeding in equity or at law upon or under or withrespect to this Indenture and Servicing Agreement,unless an Event of Default shall have occurred and iscontinuing and the Holders of Notes evidencing notless than 25% of the then Outstanding Note Balanceof each Class of Notes shall have made writtenrequest upon the Indenture Trustee to institute suchaction, suit or proceeding in its own name asIndenture Trustee hereunder and shall have offeredto the Indenture Trustee such reasonable indemnityas it may require against the cost, expenses andliabilities to be incurred therein or thereby, and theIndenture Trustee, for 60 days after its receipt of suchnotice, request and offer of indemnity, shall haveneglected or refused to institute any such action, suitor proceeding and no direction inconsistent with suchwritten request has been given such IndentureTrustee during such 60-day period by suchNoteholders; it being understood and intended, andbeing expressly covenanted by each Noteholder withevery other Noteholder and the Indenture Trustee,that no one or more Noteholders shall have any rightin any manner whatever by virtue or by availing of anyprovision of this Indenture and Servicing Agreementto affect, disturb or prejudice the rights of the Holdersof any other of such Notes, or to obtain or seek toobtain priority over or preference to any other suchHolder, or to enforce any right under this Indentureand Servicing Agreement, except in the mannerherein provided and for the benefit of all Noteholders.For the protection and enforcement of the provisionsof this Section 6.07, each and every Noteholder andthe Indenture Trustee shall be entitled to such reliefas can be given either at law or in equity.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 29

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

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

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Servicing Agreement and the other TransactionDocuments to which it is a party, and has dulyexecuted and delivered this Indenture andServicing Agreement and the other TransactionDocuments to which it is a party.127 Not included in the Benchmark. The Back-Up Servicer has the full power andauthority to carry on its business as now beingconducted and to enter into and consummate alltransactions contemplated by this Indenture andServicing Agreement and the other TransactionDocuments, has duly authorized the execution,delivery and performance of this Indenture andServicing Agreement and the other TransactionDocuments to which it is a party, and has dulyexecuted and delivered this Indenture andServicing Agreement and the other TransactionDocuments to which it is a party.128 Not included in the Benchmark. This Indenture and Servicing Agreement,assuming due authorization, execution anddelivery by the other parties hereto, constitutes avalid and binding obligation of the IndentureTrustee and the Back-Up Servicer, enforceableagainst the Indenture Trustee and the Back-UpServicer in accordance with the terms hereof,subject to (i) applicable bankruptcy, insolvency,reorganization, moratorium and other lawsaffecting the enforcement of creditors’ rightsgenerally and the rights of creditors of banks, and(ii) General principles of equity, regardless ofwhether such enforcement is considered in aproceeding in equity or at law.129 Not included in the Benchmark. Neither the Indenture Trustee nor the Back-UpServicer is in violation of, and its execution anddelivery of this Indenture and ServicingAgreement and the other Transaction Documentsto which either is a party and its performance andcompliance with the terms of this Indenture andServicing Agreement and the other TransactionDocuments to which it is a party will not constitutea violation of, any law, any order or decree of anycourt or arbiter, or any order, regulation ordemand of any federal, state or localgovernmental or regulatory authority, whichviolation, in the Indenture Trustee’s and the Back-Up Servicer’s good faith and reasonablejudgment, is likely to affect materially andadversely the ability of the Indenture Trustee orthe Back-Up Servicer to perform its obligationsunder any Transaction Document to which it is aparty.130 Not included in the Benchmark. No litigation is pending or, to the best of theIndenture Trustee’s and the Back-Up Servicer’sknowledge, threatened against the IndentureTrustee or the Back-Up Servicer that, ifdetermined adversely to the Indenture Trustee orthe Back-Up Servicer, would prohibit theCopyright © 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 34

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Indenture Trustee or the Back-Up Servicer fromentering into any Transaction Document to whichit is a party or, in the Indenture Trustee’s and theBack-Up Servicer’s good faith and reasonablejudgment, is likely to materially and adverselyaffect the ability of the Indenture Trustee or theBack-Up Servicer to perform its obligations underany Transaction Document to which it is a party.131 Not included in the Benchmark. Any consent, approval, authorization or order ofany court or governmental agency or bodyrequired for the execution, delivery andperformance by the Indenture Trustee or theBack-Up Servicer of or compliance by theIndenture Trustee or the Back-Up Servicer withthe Transaction Documents to which it is a partyor the consummation of the transactionscontemplated by the Transaction Documents hasbeen obtained and is effective.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 35

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1Enforcement mechanism(s)132 Not included in the Benchmark. A “Servicer Event of Default” means theoccurrence and continuance of any of thefollowing events:Failure by the Servicer to make anyrequired payment, transfer or depositwhen due hereunder and thecontinuance of such default for a periodof three Business Days;Failure by the Servicer to provide anyrequired report within five Business Daysof when such report is required to bedelivered hereunder;Any failure by the Servicer to observe orperform in any material respect anycovenant or agreement of the Servicercontained in this Indenture and ServicingAgreement or any other TransactionDocument which failure has a materialadverse effect on the Noteholders;Any representation or warranty made bythe Servicer in this Indenture andServicing Agreement or any otherTransaction Document shall prove to beincorrect in any material respect as ofthe time when the same shall have beenmade, and such breach is not remediedwithin 30 days (or, if the Servicer shallprovide evidence satisfactory to theIndenture Trustee that such covenantcannot be cured in the 30 day period andthat it is diligently pursuing a cure, 60days) after the earlier of (x) the Servicerfirst acquiring knowledge thereof, and (y)the Indenture Trustee’s giving writtennotice thereof to the Servicer;The entry by a court having jurisdiction inthe premises of (A) a decree or order forrelief in respect of the Servicer in aninvoluntary case or proceeding underany applicable federal or statebankruptcy, insolvency, reorganization,or other similar law or (B) a decree ororder adjudging the Servicer a bankruptor insolvent, or approving as properlyfiled a petition seeking reorganization,arrangement, adjustment, orcomposition of or in respect of theServicer under any applicable federal orstate law, or appointing a custodian,receiver, liquidator, assignee, trustee,sequestrator, or other similar official ofthe Servicer, or of any substantial part ofits property, or ordering the winding upor liquidation of its affairs, and thecontinuance of any such decree or orderfor relief or any such other decree ororder unstayed and in effect for a periodof 60 consecutive days; orThe commencement by the Servicer of avoluntary case or proceeding under anyCopyright © 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 36

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1applicable federal or state bankruptcy,insolvency, reorganization, or othersimilar law or of any other case orproceeding to be adjudicated a bankruptor insolvent, or the consent by either tothe entry of a decree or order for relief inrespect of the Servicer in an involuntarycase or proceeding under any applicablefederal or state bankruptcy, insolvency,reorganization, or other similar law or tothe commencement of any bankruptcy orinsolvency case or proceeding against it,or the filing by it of a petition or answeror consent seeking reorganization orrelief under any applicable federal orstate law, or the consent by it to the filingof such petition or to the appointment ofor taking possession by a custodian,receiver, liquidator, assignee, trustee,sequestrator, or similar official of theServicer or of any substantial part of itsproperty, or the making by it of anassignment for the benefit of creditors,or the Servicer’s failure to pay its debtsgenerally as they become due, or thetaking of corporate action by theServicer in furtherance of any suchaction.133 Not included in the Benchmark. If any Servicer Event of Default shall haveoccurred and not been waived hereunder, theIndenture Trustee may, and upon notice fromHolders representing at least 51% of the thenOutstanding Note Balance of each Class of Notesshall, terminate, on behalf of the Noteholders, bynotice in writing to the Servicer, all of the rightsand obligations of the Servicer, as Servicer underthis Indenture and Servicing Agreement134 Not included in the Benchmark. If any Authorized Officer of the Servicer shallhave knowledge of the occurrence of a default bythe Servicer hereunder, the Servicer shallpromptly notify the Indenture Trustee, the Issuer,the Back-Up Servicer, the Rating Agencies andthe Initial Purchasers, and shall specify in suchnotice the action, if any, the Servicer is taking inrespect of such default. Unless consented to bythe Holders representing at least 51% of the thenOutstanding Note, Balance of each Class ofNotes, neither the Issuer nor the IndentureTrustee may waive any Servicer Event of Default135 Not included in the Benchmark. If any Servicer Event of Default or Event ofDefault shall have occurred and not been waivedhereunder, the Indenture Trustee shall direct theAgent (as defined under the Control AccountIntercreditor Agreement) to direct the ControlAccount Banks to remit all funds relating to theTimeshare Loans to the Collection Account. TheServicer shall cause to be delivered, notices tothe Obligors related to the Timeshare Loans,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 37

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1instructing such Obligors to remit payments inrespect thereof to the accounts specified by theIndenture Trustee.136 Not included in the Benchmark. The Servicer shall perform such actions as arereasonably necessary to assist the IndentureTrustee and the Successor Servicer in suchtransfer of the Servicer’s duties and obligationspursuant to Section 5.19(e) hereof. The Serviceragrees that it shall promptly (and in any event nolater than five Business Days subsequent to itsreceipt of a notice of termination pursuant toSection 5.04 hereof) provide the SuccessorServicer (with costs being borne by the Servicer)with all documents and records (including, withoutlimitation, those in electronic form) reasonablyrequested by it to enable the Successor Servicerto assume the Servicer’s duties and obligationshereunder, and shall cooperate with theSuccessor Servicer in effecting the assumption bythe Successor Servicer of the Servicer’sobligations hereunder, including, withoutlimitation, subject to the provisions of the ControlAccount and the provisions of the ControlAccount Intercreditor Agreement, the transferwithin two Business Days to the SuccessorServicer for administration by it of all cashamounts which, at the time or thereafter, shall bereceived by it with respect to the TimeshareLoans (provided, however, that the Servicer shallcontinue to be entitled to receive all amountsaccrued or owing to it under this Indenture andServicing Agreement on or prior to theAssumption Date). If the Servicer fails toundertake such action as is reasonably necessaryto effectuate such transfer of its duties andobligations, the Indenture Trustee, or theSuccessor Servicer if so directed by the IndentureTrustee, is hereby authorized and empowered toexecute and deliver, on behalf of and at theexpense of the Servicer, as attorney-in-fact orotherwise, any and all documents and otherinstruments, and to do or accomplish all otheracts or things reasonably necessary to effect thepurposes of such notice of termination. Promptlyafter receipt by the Successor Servicer of suchdocuments and records, the Successor Servicerwill commence the performance of such servicingduties and obligations as Successor Servicer inaccordance with the terms and conditions of thisIndenture and Servicing Agreement (such date,the “Assumption Date”), and from and after theAssumption Date the Successor Servicer shallreceive the Servicing Fee and agrees to and shallbe bound by all of the provisions of this Article Vand any other provisions of this Indenture andServicing Agreement relating to the duties andobligations of the Servicer, except as otherwisespecifically provided herein.(i) Notwithstanding anything contained in thisIndenture and Servicing Agreement to thecontrary, the Successor Servicer is authorized 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 38

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1accept and rely on all of the accounting, records(including computer records) and work of theServicer relating to the Timeshare Loans(collectively, the “Predecessor Servicer WorkProduct”) without any audit or other examinationthereof, and the Successor Servicer shall have noduty, responsibility, obligation or liability for theacts and omissions of the Servicer. If any error,inaccuracy, omission or incorrect or non-standardpractice or procedure (collectively, “Errors”) existin any Predecessor Servicer Work Product andsuch Errors make it materially more difficult toservice or should cause or materially contribute tothe Successor Servicer making or continuing anyErrors (collectively, “Continued Errors”), theSuccessor Servicer shall have no duty,responsibility, obligation or liability for suchContinued Errors; provided, however, that theSuccessor Servicer agrees to use its best effortsto prevent further Continued Errors. In the eventthat the Successor Servicer becomes aware ofErrors or Continued Errors, the SuccessorServicer, with the prior consent of the IndentureTrustee shall use its best efforts to reconstructand reconcile such data as is commerciallyreasonable to correct such Errors and ContinuedErrors and to prevent future Continued Errors andshall be entitled to recover its costs thereby.(ii) The Successor Servicer shall have: (A) noliability with respect to any obligation which wasrequired to be performed by the terminated orresigned Servicer prior to the Assumption Date orany claim of a third party based on any allegedaction or inaction of the terminated or resignedServicer, (B) no obligation to perform anyrepurchase or advancing obligations, if any, of theServicer, (C) no obligation to pay any taxesrequired to be paid by the Servicer, (D) noobligation to pay any of the fees and expenses ofany other party involved in this transaction thatwere incurred by the prior Servicer and (E) noliability or obligation with respect to any Servicerindemnification obligations of any prior Servicerincluding the original Servicer137 Not included in the Benchmark. In the event that Wells Fargo Bank, NationalAssociation as the initial Back-Up Servicer isterminated for any reason, or fails or is unable toact as Back-Up Servicer and/or as SuccessorServicer, the Indenture Trustee may enter into aback-up servicing agreement with a back-upservicer, and may appoint a successor servicer toact under this Indenture and ServicingAgreement, in either event with the consent or atthe direction of Holders representing at least amajority of the then Outstanding Note Balance ofeach Class of Notes and on such terms andconditions as are provided herein as to the Back-Up Servicer or the Successor Servicer, asapplicable.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 39

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Marriott Vacation Club Owner Trust2012-1138 Not included in the Benchmark. Within 30 days of its appointment as successorServicer, Wells Fargo shall deliver to the Issuerand to the Indenture Trustee a copy of the thencurrent Credit and Collection Policy that will beused in servicing the Timeshare Loans.139 Not included in the Benchmark. The Back-Up Servicer shall, until it is appointedas successor Servicer, be entitled to the sameprotections afforded the Indenture Trustee inSections 7.03 [(other than 7.03(f))] and 7.04hereof.The language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, warranties and enforcementmechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In orderto make the benchmarks generic, we made the following modifications. Specific article or section numbers have beenreplaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced with thebracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers oramounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more than#%’). Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural andconstruction equipment’ now reads as ‘financing of [type of] equipment’).This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legaladvice.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 40

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