Common use of Independent Accountants' Reports Clause in Contracts

Independent Accountants' Reports. (a) Within thirty (30) days of the Closing Date, the Servicer shall, at its expense, cause the Independent Accountants to prepare a report, a form of which is attached as Exhibit B hereto, to the effect that such Independent Accountants have reviewed a statistically significant random sample (at the 95% confidence level) of the Custodian Files and that such reviewed Custodian Files are in the possession of the Subservicer and properly accounted for in the Subservicer's records. (b) For each fiscal year (commencing with the fiscal year ending December 31, 1996), the Servicer at its expense shall cause the Independent Accountants (who may also render and deliver other services to the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 and which shall also include a report addressed to the Servicer, the Trustee and the Noteholders as of the close of such year, to the effect that the Independent Accountants have compared the information contained in the Monthly Servicer's Reports delivered for a random three-month period during the relevant period with information contained in the accounts and records for such period, and, where applicable, on the basis of such procedures and comparison, report matters which come to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and records. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 1996) discloses such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafter, the Servicer shall cause a letter to be delivered relating to each fiscal year in accordance with the first sentence of this Section 4.03. The Servicer shall deliver to the Trustee a copy of any such reports within 90 days of the close of the relevant period.

Independent Accountants' Reports. The Servicer shall cause a firm of nationally recognized independent certified public accountants (a) Within thirty (the "Independent Accountants"), who may also render other services to the Servicer or to the Purchaser, to deliver to the Trustee, the Backup Servicer, the Noteholder and each Rating Agency, on or before April 30 of each year beginning April 30) days , 2007, a report dated as of December 31 of the Closing Datepreceding year in form and substance reasonably acceptable to the Noteholder (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cutoff Date with respect to Receivables transferred to the Purchaser on the initial Funding Date to December 31, 2006), addressed to the Board of Directors of the Servicer, to the Trustee, the Backup Servicer shall, at its expense, cause and to the Independent Accountants to prepare a report, a form of which is attached as Exhibit B heretoNoteholder, to the effect that such Independent Accountants have reviewed a statistically significant random sample (at firm has examined the 95% confidence level) financial statements of the Custodian Files Servicer and issued its report therefor and that such reviewed Custodian Files are examination (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the possession circumstances; (2) included tests relating to timeshare loans serviced for others in accordance with the requirements of the Subservicer and properly accounted Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the SubservicerProgram are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's records. portfolio (b) For each fiscal year (commencing with the fiscal year ending December 31including, 1996)without limitation, the Servicer’s calculation of the Serviced Receivables Default Ratio, the Three Month Rolling Average of Serviced Receivables Default Ratio and the Borrowing Base); and (4) except as described in the report, disclosed no exceptions or errors in the records relating to timeshare loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state 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 at its expense shall cause relating to the Independent Accountants Receivables and the Other Conveyed Property, (who may also render and deliver other services to 2) they have examined the most recent Servicer's Certificate prepared by the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 three other Servicer's Certificates chosen at random by such firm and which shall also include a report addressed to the compared such Servicer, the Trustee and the Noteholders as of the close of such year, to the effect that the Independent Accountants have compared 's Certificates with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in the Monthly 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 Receivables and Other Conveyed Property or such Servicer's Reports delivered for a random three-month period during the relevant period with information contained Certificates, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in the accounts and records for such periodtheir opinion, andwere material, where applicable, (5) on the basis of such procedures examinations and comparison, report matters which come such firm is of the opinion that the Servicer has, during the relevant period, serviced the Receivables and Other Conveyed Property in compliance with this Agreement and the other Basic Documents in all material respects and that such documents and records have been maintained in accordance with this Agreement and the other Basic 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. In the event such firm requires the Trustee and/or the Backup Servicer to agree to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and records. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 1996) discloses procedures performed by such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafterfirm, the Servicer shall cause a direct the Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee and/or the Backup Servicer will deliver such letter to be delivered relating to each fiscal year of agreement in accordance with conclusive reliance upon the first sentence direction of this Section 4.03the Servicer, and neither the Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Servicer shall deliver to Report will also indicate that the Trustee a copy of any such reports within 90 days firm is independent of the close Servicer within the meaning of the relevant periodCode of Professional Ethics of the American Institute of Certified Public Accountants.” (f) Section 4.16 is hereby replaced in its entirety by the following:

Independent Accountants' Reports. The Servicer shall cause a firm of nationally recognized independent certified public accountants (a) Within thirty (the “Independent Accountants”), who may also render other services to the Servicer or to the Purchaser, to deliver to the Trustee, the Backup Servicer, the Noteholder and each Rating Agency, on or before April 30 of each year beginning April 30) days , 2007, a report dated as of December 31 of the Closing Datepreceding year in form and substance reasonably acceptable to the Noteholder (the “Accountants’ Report”) and reviewing the Servicer’s activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cutoff Date with respect to Receivables transferred to the Purchaser on the initial Funding Date to December 31, 2006), addressed to the Board of Directors of the Servicer, to the Trustee, the Backup Servicer shall, at its expense, cause and to the Independent Accountants to prepare a report, a form of which is attached as Exhibit B heretoNoteholder, to the effect that such Independent Accountants have reviewed a statistically significant random sample (at firm has examined the 95% confidence level) financial statements of the Custodian Files Servicer and issued its report therefor and that such reviewed Custodian Files are examination (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the possession circumstances; (2) included tests relating to timeshare loans serviced for others in accordance with the requirements of the Subservicer and properly accounted Uniform Single Attestation Program for Mortgage Bankers (the “Program”), to the extent the procedures in the Subservicer's Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer’s portfolio; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to timeshare loans serviced for others that, in the firm’s opinion, paragraph four of the Program requires such firm to report. The accountant’s report shall further state 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. (b) For each fiscal year (commencing with the fiscal year ending December 31, 1996), and servicing procedures of the Servicer at its expense shall cause relating to the Independent Accountants Receivables and the Other Conveyed Property, (who may also render and deliver other services to 2) they have examined the most recent Servicer’s Certificate prepared by the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 three other Servicer’s Certificates chosen at random by such firm and which shall also include a report addressed to the compared such Servicer, the Trustee and the Noteholders as of the close of such year, to the effect that the Independent Accountants have compared ’s Certificates with the information contained in the Monthly Servicer's Reports delivered for a random three-month period during the relevant period with information contained such documents and records, (3) their examination included such tests and procedures as they considered necessary in the accounts circumstances, (4) their examinations and records for comparisons described under clauses (1) and (2) above disclosed no exceptions which, in their opinion, were material, relating to such periodReceivables and Other Conveyed Property or such Servicer’s Certificates, andor, where applicableif any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, (5) on the basis of such procedures examinations and comparison, report matters which come such firm is of the opinion that the Servicer has, during the relevant period, serviced the Receivables and Other Conveyed Property in compliance with this Agreement and the other Basic Documents in all material respects and that such documents and records have been maintained in accordance with this Agreement and the other Basic 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. In the event such firm requires the Trustee and/or the Backup Servicer to agree to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and records. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 1996) discloses procedures performed by such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafterfirm, the Servicer shall cause a direct the Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee and/or the Backup Servicer will deliver such letter to be delivered relating to each fiscal year of agreement in accordance with conclusive reliance upon the first sentence direction of this Section 4.03the Servicer, and neither the Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Servicer shall deliver to Report will also indicate that the Trustee a copy of any such reports within 90 days firm is independent of the close Servicer within the meaning of the relevant periodCode of Professional Ethics of the American Institute of Certified Public Accountants.

Independent Accountants' Reports. (a) Within thirty (30) days of After the third month after the Closing Date, the Servicer shall, at its expense, cause the Independent Accountants to prepare a report, a form of which is attached as Exhibit B hereto, to the effect that such Independent Accountants have reviewed a statistically significant random sample (at the 95% confidence level) of the Custodian Files Date and that such reviewed Custodian Files are in the possession of the Subservicer and properly accounted for in the Subservicer's records. (b) For each fiscal year of the Issuer thereafter (commencing with the fiscal year ending December March 31, 19961997), the Servicer at its expense shall cause the Independent Accountants (who may also render and deliver other services to the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 and which shall also include a report an agreed-upon procedures letter addressed to the Servicer, Servicer and the Trustee and the Noteholders as of the close of the applicable month or the close of such year, to the effect that the Independent Accountants have compared the information contained in the Monthly Servicer's Reports delivered for a random three-month period during the relevant period with information contained in the accounts and records for such period, and, where applicable, on the basis of such procedures and comparison, report matters which come to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and records. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December March 31, 19961997) discloses such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, Servicer and the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafter, the Servicer shall cause a letter to be delivered relating to each fiscal year in accordance with the first sentence of this Section 4.03. The Servicer shall deliver to the Trustee a copy of any such reports within 90 days of the close of the relevant period4.

Independent Accountants' Reports. (a) Within thirty (30) days of the Closing Date, the Servicer shall, at its expense, cause the Independent Accountants to prepare a report, a form of which is attached as Exhibit B heretoC hereto (which report shall also include as well the additional procedure of comparing the actual aging of the random sample portfolio to the aging number provided by the Collateral Agent's system), to the effect that such Independent Accountants have reviewed a statistically significant random sample (at the 95% confidence level) of the Custodian Collateral Agent Files and that such reviewed Custodian Collateral Agent Files are in the possession of the Subservicer Collateral Agent and properly accounted for in the SubservicerCollateral Agent's records. (b) For each fiscal year (commencing with the fiscal year ending December 31, 19961999), the Servicer at its expense shall cause the Independent Accountants (who may also render and deliver other services to the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 and which shall also include a report addressed to the Servicer, the Trustee Trustee, Initial Purchaser and the Noteholders as of the close of such year, to the effect that the Independent Accountants have compared the information contained in the Monthly Servicer's Reports delivered for a random three-month period during the relevant period with information contained in the accounts and records for such period, and, where applicable, on the basis of such procedures and comparison, report matters which come to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and records. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 19961999) discloses such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafter, the Servicer shall cause a letter to be delivered relating to each fiscal year in accordance with the first sentence of this Section 4.03. The Servicer shall deliver to the Trustee a copy of any such reports within 90 days of the close of the relevant period.

Independent Accountants' Reports. (a) Within thirty (30) days of the Closing Date, the Servicer shall, at its expense, cause the Independent Accountants to prepare a report, a form of which is attached as Exhibit B heretoC hereto (which report shall also include as well the additional procedure of comparing the actual aging of the random sample portfolio to the aging number provided by the Custodian's system), to the effect that such Independent Accountants have reviewed a statistically significant random sample (at the 95% confidence level) of the Custodian Files and that such reviewed Custodian Files are in the possession of the Subservicer Custodian and properly accounted for in the SubservicerCustodian's records. (b) For each fiscal year (commencing with the fiscal year ending December 31, 19962000), the Servicer at its expense shall cause the Independent Accountants (who may also render and deliver other services to the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 and which shall also include a report addressed to the Servicer, the Trustee Trustee, Initial Purchaser and the Noteholders as of the close of such year, to the effect that the Independent Accountants have (i) compared the information contained in the Monthly Servicer's Reports delivered for a random three-month period during the relevant period with information contained in the accounts and records for such period, and, where applicable, on the basis of such procedures and comparison, report matters which come to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and recordsrecords and (ii) compared, as of the last day of such fiscal year, the number of Vacation Credits sold to WorldMark owners to the number of Vacation Credits that have been created to confirm that Trendwest has not sold more Vacation Credits than it has created. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 19962000) discloses such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafter, the Servicer shall cause a letter to be delivered relating to each fiscal year in accordance with the first sentence of this Section 4.03. The Servicer shall deliver to the Trustee a copy of any such reports within 90 days of the close of the relevant period.

Independent Accountants' Reports. (a) Within thirty (30) days of the Closing Date, the Servicer shall, at its expense, cause the Independent Accountants to prepare a report, a form of which is attached as Exhibit B heretoA hereto (which report shall also include as well the additional procedure of comparing the actual aging of the random sample portfolio to the aging number provided by the Subservicer's system), to the effect that such Independent Accountants have reviewed a statistically significant random sample (at the 95% confidence level) of the Custodian Files and that such reviewed Custodian Files are in the possession of the Subservicer and properly accounted for in the Subservicer's records. (b) For each fiscal year (commencing with the fiscal year ending December 31, 19961998), the Servicer at its expense shall cause the Independent Accountants (who may also render and deliver other services to the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 and which shall also include a report addressed to the Servicer, the Trustee and the Noteholders as of the close of such year, to the effect that the Independent Accountants have compared the information contained in the Monthly Servicer's Reports delivered for a random three-month period during the relevant period with information contained in the accounts and records for such period, and, where applicable, on the basis of such procedures and comparison, report matters which come to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and records. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 19961998) discloses such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafter, the Servicer shall cause a letter to be delivered relating to each fiscal year in accordance with the first sentence of this Section 4.03. The Servicer shall deliver to the Trustee a copy of any such reports within 90 days of the close of the relevant period.

Independent Accountants' Reports. The Servicer shall cause a firm of nationally recognized independent certified public accountants (a) Within thirty (the "Independent Accountants"), who may also render other services to the Servicer or to the Purchaser, to deliver to the Trustee, the Backup Servicer, the Noteholder and each Rating Agency, on or before April 30 of each year beginning April 30) days , 2007, a report dated as of December 31 of the Closing Datepreceding year in form and substance reasonably acceptable to the Noteholder (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cutoff Date with respect to Receivables transferred to the Purchaser on the initial Funding Date to December 31, 2006), addressed to the Board of Directors of the Servicer, to the Trustee, the Backup Servicer shall, at its expense, cause and to the Independent Accountants to prepare a report, a form of which is attached as Exhibit B heretoNoteholder, to the effect that such Independent Accountants have reviewed a statistically significant random sample (at firm has examined the 95% confidence level) financial statements of the Custodian Files Servicer and issued its report therefor and that such reviewed Custodian Files are examination (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the possession circumstances; (2) included tests relating to timeshare loans serviced for others in accordance with the requirements of the Subservicer and properly accounted Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the SubservicerProgram are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to timeshare loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state 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. (b) For each fiscal year (commencing with the fiscal year ending December 31, 1996), and servicing procedures of the Servicer at its expense shall cause relating to the Independent Accountants Receivables and the Other Conveyed Property, (who may also render and deliver other services to 2) they have examined the most recent Servicer's Certificate prepared by the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 three other Servicer's Certificates chosen at random by such firm and which shall also include a report addressed to the compared such Servicer, the Trustee and the Noteholders as of the close of such year, to the effect that the Independent Accountants have compared 's Certificates with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in the Monthly 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 Receivables and Other Annex-18 Conveyed Property or such Servicer's Reports delivered for a random three-month period during the relevant period with information contained Certificates, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in the accounts and records for such periodtheir opinion, andwere material, where applicable, (5) on the basis of such procedures examinations and comparison, report matters which come such firm is of the opinion that the Servicer has, during the relevant period, serviced the Receivables and Other Conveyed Property in compliance with this Agreement and the other Basic Documents in all material respects and that such documents and records have been maintained in accordance with this Agreement and the other Basic 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. In the event such firm requires the Trustee and/or the Backup Servicer to agree to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and records. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 1996) discloses procedures performed by such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafterfirm, the Servicer shall cause a direct the Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee and/or the Backup Servicer will deliver such letter to be delivered relating to each fiscal year of agreement in accordance with conclusive reliance upon the first sentence direction of this Section 4.03the Servicer, and neither the Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Servicer shall deliver to Report will also indicate that the Trustee a copy of any such reports within 90 days firm is independent of the close Servicer within the meaning of the relevant periodCode of Professional Ethics of the American Institute of Certified Public Accountants.

Independent Accountants' Reports. (a) Within thirty (30) days of after the Closing Prefunding Termination Date, the Servicer shall, at its expense, cause the Independent Accountants to prepare a report, a form of which is attached as Exhibit B heretoC hereto (which report shall also include as well the additional procedure of comparing the actual aging of the random sample portfolio to the aging number provided by the Custodian's system), to the effect that such Independent Accountants have reviewed a statistically significant random sample (at the 95% confidence level) of the Custodian Files and that such reviewed Custodian Files are in the possession of the Subservicer Custodian and properly accounted for in the SubservicerCustodian's records. (b) For each fiscal year (commencing with the fiscal year ending December 31, 19962001), the Servicer at its expense shall cause the Independent Accountants (who may also render and deliver other services to the Servicer and its Affiliates) to prepare a report that shall include the information set forth in the report set forth in paragraph (a) of this Section 4.03 and which shall also include a report addressed to the Servicer, the Trustee Trustee, Initial Purchaser and the Noteholders as of the close of such year, to the effect that the Independent Accountants have (i) compared the information contained in the Monthly Servicer's Reports delivered for a random three-month period during the relevant period with information contained in the accounts and records for such period, and, where applicable, on the basis of such procedures and comparison, report matters which come to the Independent Accountants' attention to indicate that the information contained in the Monthly Servicer's Reports does not reconcile with the information contained in the Servicer's accounts and recordsrecords and (ii) compared, as of the last day of such fiscal year, the number of Vacation Credits sold to WorldMark owners to the number of Vacation Credits that have been created to confirm that Trendwest has not sold more Vacation Credits than it has created. If any letter delivered pursuant to this Section 4.03 (commencing with the letter relating to the fiscal year ending December 31, 19962001) discloses such exceptions, the Servicer at its expense shall cause the Independent Accountants to deliver an agreed-upon procedures letter addressed to the Servicer, the Trustee and the Noteholders for each subsequent three-month period. Such obligation shall continue until the Independent Accountants deliver a letter relating to a three-month period that does not disclose any such exceptions. Thereafter, the Servicer shall cause a letter to be delivered relating to each fiscal year in accordance with the first sentence of this Section 4.03. The Servicer shall deliver to the Trustee a copy of any such reports within 90 days of the close of the relevant period.month