Common use of Annual Accountants’ Reports Clause in Contracts

Annual Accountants’ Reports. On or before each June 30 of each year commencing in 2018, the Servicer shall (i) cause a firm of independent public accountants to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the Issuer, the Indenture Trustee and the Funding Agents) to the effect that (1) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in the circumstances, (4) their examinations and comparisons described under clauses (1) and (2) above disclosed no exceptions which, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (5) on the basis of such examinations and comparisons, such firm is of the opinion that the Servicer has, during the relevant period, serviced the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Funding Agents shall agree (prior to the delivery of any report) to the procedures to be performed by independent public accountants in any of the reports required to be prepared pursuant to this Section 5.5(c).

Annual Accountants’ Reports. On or before 120 days after the end of the first fiscal year of the Servicer that ends more than three months after the Closing Date and each June 30 of each fiscal year commencing in 2018thereafter, the Servicer shall (i) cause deliver to the Issuer and the Trustee a report, prepared by a firm of independent public accountants to furnish a certificate or statement (and Accountants of recognized national standing selected by the Servicer shall provide a copy of such certificate or statement to the IssuerServicer, the Indenture Trustee and the Funding Agents) to the effect that (1i) such firm has they have examined and audited the Servicer’s servicing controls and procedures for balance sheet of the previous calendar Servicer as of the last day of said fiscal year and that the related statements of income, retained earnings and changes in financial position for such independent public accountants fiscal year in accordance with generally accepted auditing standards and have issued an opinion thereon, specifying the date thereof and (ii) they have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined Accounts during the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports preceeding fiscal year in accordance with the information contained in such documents requirements of the Uniform Single Audit Program for Mortgage Bankers and records, (3) their examination included such tests and procedures as they considered necessary in the circumstances, (4) their examinations and comparisons described under clauses (1) and (2) above disclosed no exceptions whichthat, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer ReportsAccounts, or, if any such exceptions were disclosed thereby, setting forth such exceptions whichthat, in their opinion, were material. If any of the Accounts are being serviced by a Sub-Servicer, and (5) on the basis firm of Accountants preparing the report with respect to the servicing of such examinations and comparisons, such firm is of the opinion that Accounts by the Servicer hasmay rely, during as to matters relating to the relevant periodservicing of such Accounts, serviced upon a comparable report (rendered with respect to the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that most recent fiscal year of such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Sub-Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Funding Agents shall agree (which ended at or prior to the delivery of any report) to the procedures to be performed by independent public accountants in any end of the reports required Servicer's fiscal year) of another firm of Accountants of recognized national standing with respect to be prepared pursuant to this Section 5.5(c)such Sub-Servicer's servicing of such Accounts.

Annual Accountants’ Reports. On or before each June 30 of each year commencing in 20182024, the Servicer shall (i) cause a firm of independent public accountants to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the Issuer, the Indenture Trustee and the Funding Agents) to the effect that (1) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in the circumstances, (4) their examinations and comparisons described under clauses (1) and (2) above disclosed no exceptions which, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (5) on the basis of such examinations and comparisons, such firm is of the opinion that the Servicer has, during the relevant period, serviced the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Funding Agents shall agree (prior to the delivery of any report) to the procedures to be performed by independent public accountants in any of the reports required to be prepared pursuant to this Section 5.5(c).

Annual Accountants’ Reports. On or before 75 days after the end of the fiscal year of the Servicer that ends in December, 2004 and each June 30 of each fiscal year commencing in 2018thereafter, the Servicer shall (i) cause deliver to the Issuer and the Indenture Trustee a report, prepared by a firm of independent public accountants to furnish a certificate or statement (and Accountants of recognized national standing selected by the Servicer shall provide a copy of such certificate or statement to the IssuerServicer, the Indenture Trustee and the Funding Agents) to the effect that (1i) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants they have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined Mortgage Assets during the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports preceding fiscal year in accordance with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in requirements of the circumstances, (4) their examinations and comparisons described under clauses (1) Uniform Single Audit Program for Mortgage Bankers and (2ii) above such examinations disclosed no exceptions whichthat, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer ReportsMortgage Assets, or, if any such exceptions were disclosed thereby, setting forth such exceptions whichthat, in their opinion, were material. If any of the Mortgage Assets are being serviced by a Sub-Servicer, and (5) on the basis firm of Accountants preparing the report with respect to the servicing of such examinations and comparisons, such firm is of the opinion that Mortgage Assets by the Servicer hasmay rely, during as to matters relating to the relevant periodservicing of such Mortgage Assets, serviced upon a comparable report (rendered with respect to the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that most recent fiscal year of such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Sub-Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Funding Agents shall agree (which ended at or prior to the delivery of any report) to the procedures to be performed by independent public accountants in any end of the reports required Servicer's fiscal year) of another firm of Accountants of recognized national standing with respect to be prepared pursuant to this Section 5.5(c)such Sub-Servicer's servicing of such Mortgage Assets.

Annual Accountants’ Reports. On or before 60 days after the end of the fiscal year of the Servicer that ends in [_________] 20__ and each June 30 of each fiscal year commencing in 2018thereafter, the Servicer shall (i) cause deliver to the Issuer and the Indenture Trustee a report, prepared by a firm of independent public accountants to furnish a certificate or statement (and Accountants of recognized national standing selected by the Servicer shall provide a copy of such certificate or statement to the IssuerServicer, the Indenture Trustee and the Funding Agents) to the effect that (1i) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants they have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined Mortgage Loans during the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports preceding fiscal year in accordance with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in requirements of the circumstances, (4) their examinations and comparisons described under clauses (1) Uniform Single Audit Program for Mortgage Bankers and (2ii) above such examinations disclosed no exceptions whichthat, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer ReportsMortgage Loans, or, if any such exceptions were disclosed thereby, setting forth such exceptions whichthat, in their opinion, were material. If any of the Mortgage Loans are being serviced by a Sub-Servicer, and (5) on the basis firm of Accountants preparing the report with respect to the servicing of such examinations and comparisons, such firm is of the opinion that Mortgage Loans by the Servicer hasmay rely, during as to matters relating to the relevant periodservicing of such Mortgage Loans, serviced upon a comparable report (rendered with respect to the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that most recent fiscal year of such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Sub-Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Funding Agents shall agree (which ended at or prior to the delivery of any report) to the procedures to be performed by independent public accountants in any end of the reports required Servicer's fiscal year) of another firm of Accountants of recognized national standing with respect to be prepared pursuant to this Section 5.5(c)such Sub-Servicer's servicing of such Mortgage Loans.

Annual Accountants’ Reports. On or before 120 days after the end of the first fiscal year of the Servicer that ends more than three months after the Closing Date and each June 30 of each fiscal year commencing in 2018thereafter, the Servicer shall (i) cause deliver to the Issuer and the Trustee a report, prepared by a firm of independent public accountants to furnish a certificate or statement (and Accountants of recognized national standing selected by the Servicer shall provide a copy of such certificate or statement to the IssuerServicer, the Indenture Trustee and the Funding Agents) to the effect that (1i) such firm has they have examined and audited the Servicer’s servicing controls and procedures for balance sheet of the previous calendar Servicer as of the last day of said fiscal year and that the related statements of income, retained earnings and changes in financial position for such independent public accountants fiscal year in accordance with generally accepted auditing standards and have issued an opinion thereon, specifying the date thereof and (ii) they have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined Accounts during the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports preceding fiscal year in accordance with the information contained in such documents requirements of the Uniform Single Audit Program for Mortgage Bankers and records, (3) their examination included such tests and procedures as they considered necessary in the circumstances, (4) their examinations and comparisons described under clauses (1) and (2) above disclosed no exceptions whichthat, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer ReportsAccounts, or, if any such exceptions were disclosed thereby, setting forth such exceptions whichthat, in their opinion, were material. If any of the Accounts are being serviced by a Sub-Servicer, and (5) on the basis firm of Accountants preparing the report with respect to the servicing of such examinations and comparisons, such firm is of the opinion that Accounts by the Servicer hasmay rely, during as to matters relating to the relevant periodservicing of such Accounts, serviced upon a comparable report (rendered with respect to the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that most recent fiscal year of such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Sub-Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Funding Agents shall agree (which ended at or prior to the delivery of any report) to the procedures to be performed by independent public accountants in any end of the reports required Servicer's fiscal year) of another firm of Accountants of recognized national standing with respect to be prepared pursuant to this Section 5.5(c)such Sub-Servicer's servicing of such Accounts.

Annual Accountants’ Reports. On or before 60 days after the end of the fiscal year of the Servicer that ends in [_________] 20 and each June 30 of each fiscal year commencing in 2018thereafter, the Servicer shall (i) cause deliver to the Issuer and the Indenture Trustee a report, prepared by a firm of independent public accountants to furnish a certificate or statement (and Accountants of recognized national standing selected by the Servicer shall provide a copy of such certificate or statement to the IssuerServicer, the Indenture Trustee and the Funding Agents) to the effect that (1i) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants they have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined Accounts during the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports preceding fiscal year in accordance with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in requirements of the circumstances, (4) their examinations and comparisons described under clauses (1) Uniform Single Audit Program for Mortgage Bankers and (2ii) above such examinations disclosed no exceptions whichthat, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer ReportsAccounts, or, if any such exceptions were disclosed thereby, setting forth such exceptions whichthat, in their opinion, were material. If any of the Accounts are being serviced by a Sub-Servicer, and (5) on the basis firm of Accountants preparing the report with respect to the servicing of such examinations and comparisons, such firm is of the opinion that Accounts by the Servicer hasmay rely, during as to matters relating to the relevant periodservicing of such Accounts, serviced upon a comparable report (rendered with respect to the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that most recent fiscal year of such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Sub-Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Funding Agents shall agree (which ended at or prior to the delivery of any report) to the procedures to be performed by independent public accountants in any end of the reports required Servicer's fiscal year) of another firm of Accountants of recognized national standing with respect to be prepared pursuant to this Section 5.5(c)such Sub-Servicer's servicing of such Accounts.