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

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