Common use of Annual Accountants’ Report Clause in Contracts

Annual Accountants’ Report. The Servicer shall cause a firm of independent accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustees on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a report with respect to the preceding 12-month period ended March 31 (or, if applicable, such shorter period in the case of the first such report) to the effect that such accountants have examined certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report, which procedures shall be substantially in compliance with generally accepted auditing standards and which procedure shall be specified to the Trustees by the Servicer in writing; in the event such firm of independent accountants requires any of the Trustees to agree to the procedures performed by such firm, the Servicer shall direct such Trustees in writing to so agree; it being understood and agreed that the Trustees will deliver such letters of agreement in conclusive reliance upon the direction of the Servicer, and none of the Trustees make any representation of warranty, independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures) and that nothing has come to their attention indicating that such servicing has not been conducted in compliance with the customary servicing procedures of the Servicer, including but not limited to the procedures set forth in this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report; in addition, and if applicable, for purposes of the Issuer’s filing of a required annual report on Form 10-K in compliance with the Exchange Act, said firm of independent accountants will also prepare and deliver to the Trustees, the Seller and the Servicer, on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a modified Uniform Single Attestation Program for Mortgage Bankers in a form that will be acceptable to the Commission. Such report shall also indicate that the firm is independent with respect to the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Accountants’ Report. The Servicer shall cause a firm of independent accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustees on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a report with respect to the preceding 12-month period ended March 31 (or, if applicable, such shorter period in the case of the first such report) to the effect that such accountants have examined certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report, which procedures shall be substantially in compliance with generally accepted auditing standards and which procedure shall be specified to the Trustees by the Servicer in writing; in the event such firm of independent accountants requires any of the Trustees to agree to the procedures performed by such firm, the Servicer shall direct such Trustees in writing to so agree; it being understood and agreed that the Trustees will deliver such letters of agreement in conclusive reliance upon the direction of the Servicer, and none of the Trustees make any representation of warranty, independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures) and that nothing has come to their attention indicating that such servicing has not been conducted in compliance with the customary servicing procedures of the Servicer, including but not limited to the procedures set forth in this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report; in addition, and if applicable, for purposes of the Issuer’s filing of a required annual report on Form 10-K in compliance with the Exchange Act, said firm of independent accountants will also prepare and deliver to the Trustees, the Seller and the Servicer, on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a modified Uniform Single Attestation Program for Mortgage Bankers in a form that will be acceptable to the Commission. Such report shall also indicate that the firm is independent with respect to the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Accountants’ Report. The Servicer shall cause a firm of independent accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustees on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a report with respect to the preceding 12-month period ended March 31 (or, if applicable, such shorter period in the case of the first such report) to the effect that such accountants have examined certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report, which procedures shall be substantially in compliance with generally accepted auditing standards and which procedure shall be specified to the Trustees by the Servicer in writing; in the event such firm of independent accountants account requires any of the Trustees to agree to the procedures performed by such firm, the Servicer shall direct such Trustees in writing to so agree; it being understood and agreed that the Trustees will deliver such letters of agreement in conclusive reliance upon the direction of the Servicer, and none of the Trustees make any representation of warranty, independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures) and that nothing has come to their attention indicating that such servicing has not been conducted in compliance with the customary servicing procedures of the Servicer, including but not limited to the procedures set forth in this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report; in addition, and if applicable, for purposes of the Issuer’s filing of a required annual report on Form 10-K in compliance with the Exchange Act, said firm of independent accountants will also prepare and deliver to the Trustees, the Seller and the Servicer, on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a modified Uniform Single Attestation Program for Mortgage Bankers in a form that will be acceptable to the Commission. Such report shall also indicate that the firm is independent with respect to the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Accountants’ Report. The Servicer shall cause a firm of independent accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustees on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a report with respect to the preceding 12-month period ended March 31 (or, if applicable, such shorter period in the case of the first such report) to the effect that such accountants have examined certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report, which procedures shall be substantially in compliance with generally accepted auditing standards and which procedure shall be specified to the Trustees by the Servicer in writing; in the event such firm of independent accountants requires any of the Trustees to agree to the procedures performed by such firm, the Servicer shall direct such Trustees in writing to so agree; it being understood and agreed that the Trustees will deliver such letters of agreement in conclusive reliance upon the direction of the Servicer, and none of the Trustees make any representation of warranty, independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures) and that nothing has come to their attention indicating that such servicing has not been conducted in compliance with the customary servicing procedures of the Servicer, including but not limited to the procedures set forth in this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report; in addition, and if applicable, for purposes of the Issuer’s 's filing of a required annual report on Form 10-K in compliance with the Exchange Act, said firm of independent accountants will also prepare and deliver to the Trustees, the Seller and the Servicer, on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a modified Uniform Single Attestation Program for Mortgage Bankers in a form that will be acceptable to the Commission. Such report shall also indicate that the firm is independent with respect to the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Accountants’ Report. The Servicer shall cause a firm of independent accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustees on or before June 30 [___] of each year, beginning with the June 30 [___] that is at least six months after the Closing Date, a report with respect to the preceding 12-month period ended March 31 [_______] (or, if applicable, such shorter period in the case of the first such report) to the effect that such accountants have examined certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report, which procedures shall be substantially in compliance with generally accepted auditing standards and which procedure shall be specified to the Trustees by the Servicer in writing; in the event such firm of independent accountants requires any of the Trustees to agree to the procedures performed by such firm, the Servicer shall direct such Trustees in writing to so agree; it being understood and agreed that the Trustees will deliver such letters of agreement in conclusive reliance upon the direction of the Servicer, and none of the Trustees make any representation of warranty, independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures) and that nothing has come to their attention indicating that such servicing has not been conducted in compliance with the customary servicing procedures of the Servicer, including but not limited to the procedures set forth in this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report; in addition, and if applicable, for purposes of the Issuer’s filing of a required annual report on Form 10-K in compliance with the Exchange Act, said firm of independent accountants will also prepare and deliver to the Trustees, the Seller and the Servicer, on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a modified Uniform Single Attestation Program for Mortgage Bankers in a form that will be acceptable to the Commission. Such report shall also indicate that the firm is independent with respect to the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.