Common use of Certification as to Compliance Clause in Contracts

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent and each Purchaser, an Officer’s Certificate on or about December 31 of each year commencing in 2011: (i) to the effect that a review of the activities of the Servicer’s performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent and each Purchaser, an Officer’s Certificate on or about December 31 of each year commencing in 20112014: (i) to the effect that a review of the activities of the Servicer’s performance under this Indenture during 2011 2014 and each following year for so long as the Indenture is in effect has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture TrusteeTrustee (who shall make such Officer’s Certificate available to the Noteholders), the Back-Up Servicer, the Administrative Agent and each Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 2011: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture and Servicing Agreement during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this IndentureIndenture and Servicing Agreement, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of material adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent Rating Agency and each the Initial Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 20112009: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent Rating Agencies and each the Initial Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 20112015: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his his/her knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent Rating Agency and each the Initial Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 20112013: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his his/her knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent Rating Agencies and each the Initial Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 20112004: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent Rating Agency and each the Initial Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 20112014: (i) to the effect that a review of the activities of KL2 2817472.7 the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his his/her knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the IssuerBorrower, the Indenture TrusteeCollateral Agent, the Paying Agent, the Administrative Agent and each PurchaserLender, an Officer’s Certificate on or about December 31 of each year commencing in 20112016: (i) to the effect that a review of the activities of the Servicer’s performance under this Indenture Agreement during 2011 2016 and each following year for so long as the Indenture this Agreement is in effect has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this IndentureAgreement, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent and each Purchaser, an Officer’s Certificate on or about December 31 of each year commencing in 20112010: (i) to the effect that a review of the activities of the Servicer’s performance under this Indenture during 2011 2010 and each following year for so long as the Indenture is in effect has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent Rating Agency and each the Initial Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 2011: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his his/her knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, Trustee and the Administrative Agent and each PurchaserNoteholders, an Officer’s Certificate on or about before December 31 of each year commencing in 20112013: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his his/her knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture Trustee, the Administrative Agent Rating Agencies and each the Initial Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 20112016: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this Indenture, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his his/her knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.

Certification as to Compliance. The Servicer shall deliver to the Issuer, the Indenture TrusteeTrustee (who shall make such Officer’s Certificate available to the Noteholders), the Back-Up Servicer, the Administrative Agent and each Purchaser, an Officer’s Certificate on or about before December 31 of each year commencing in 2011: (i) to the effect that a review of the activities of the Servicer’s Servicer during the preceding calendar year, and of its performance under this Indenture and Servicing Agreement during 2011 and each following year for so long as the Indenture is in effect such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period the Servicer had performed and observed all of its obligations under this IndentureIndenture and Servicing Agreement, and either (A) stating that based on such review no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof, ; and (ii) describing in reasonable detail to his knowledge any occurrence in respect of any Timeshare Loan which would be of adverse significance to a Person owning such Timeshare Loan.