Common use of Annual Accountants’ Reports Clause in Contracts

Annual Accountants’ Reports. Within 120 days after September 30 of each fiscal year for the Servicer (commencing with the year ended September 30, 1999), the Servicer shall deliver to the Titling Trustee, the 1998-C Securitization Trustee and the UTI Beneficiary (if TMCC is no longer both the Servicer and the UTI Beneficiary) a report prepared by the Independent Accountants of the Servicer concerning their review of the activities of the Servicer during the preceding 12-month period ended September 30 (or other applicable period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the 1998-C Contracts under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter shall also indicate that the firm is independent with respect to the Transferor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such Independent Accountants require the 1998-C Securitization Trustee to agree to the procedures performed by such firm, the Servicer shall direct the 1998-C Securitization Trustee in writing to so agree; it being understood and agreed that the 1998-C Securitization Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the 1998-C Securitization Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Accountants’ Reports. Within 120 days after September 30 of each fiscal year for the Servicer (commencing with the year ended September 30, 1999), the Servicer shall deliver to the Titling Trustee, the 1998-C B Securitization Trustee and the UTI Beneficiary (if TMCC is no longer both the Servicer and the UTI Beneficiary) a report prepared by the Independent Accountants of the Servicer concerning their review of the activities of the Servicer during the preceding 12-month period ended September 30 (or other applicable period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the 1998-C Contracts under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter shall also indicate that the firm is independent with respect to the Transferor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such Independent Accountants require the 1998-C B Securitization Trustee to agree to the procedures performed by such firm, the Servicer shall direct the 1998-C B Securitization Trustee in writing to so agree; it being understood and agreed that the 1998-C B Securitization Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the 1998-C B Securitization Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Accountants’ Reports. Within 120 days after September 30 of each fiscal year for the Servicer (commencing with the year ended September 30, 19991998), the Servicer shall deliver to the Titling Trustee, the 1998-C Securitization Trustee and the UTI Beneficiary (if TMCC is no longer both the Servicer and the UTI Beneficiary) a report prepared by the Independent Accountants of the Servicer concerning their review of the activities of the Servicer during the preceding 12-month period ended September 30 (or other applicable period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the 1998-C Contracts under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter shall also indicate that the firm is independent with respect to the Transferor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such Independent Accountants require the 1998-C Securitization Trustee to agree to the procedures performed by such firm, the Servicer shall direct the 1998-C Securitization Trustee in writing to so agree; it being understood and agreed that the 1998-C Securitization Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the 1998-C Securitization Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Accountants’ Reports. Within 120 days after September 30 of each fiscal year for the Servicer (commencing with the year ended September 30, 19991998), the Servicer shall deliver to the Titling Trustee, the 1998-C B Securitization Trustee and the UTI Beneficiary (if TMCC is no longer both the Servicer and the UTI Beneficiary) a report prepared by the Independent Accountants of the Servicer concerning their review of the activities of the Servicer during the preceding 12-month period ended September 30 (or other applicable period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the 1998-C Contracts under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter shall also indicate that the firm is independent with respect to the Transferor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such Independent Accountants require the 1998-C B Securitization Trustee to agree to the procedures performed by such firm, the Servicer shall direct the 1998-C B Securitization Trustee in writing to so agree; it being understood and agreed that the 1998-C B Securitization Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the 1998-C B Securitization Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.