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

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