Common use of Annual Independent Accountants’ Report Clause in Contracts

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of independent accountants, who may also render other services to the Servicer or the Seller, to deliver to the Issuer, and the Rating Agencies, on or before August 15 of each year, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit (i) was made in accordance with generally accepted auditing standards, (ii) included tests relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, and (iii) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or the SellerServicer, to deliver to the IssuerIndenture Trustee, the Backup Servicer, the Insurer and the each Rating AgenciesAgency, on or before August 15 June 30 of each year, beginning August 15on June 30, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or1999, with respect to the first fiscal year ended the immediately preceding March 31 (or such report, such other period as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and Servicer, to the Indenture Trustee, to the Indenture Trustee for the benefit of the Noteholders, to the Backup Servicer, to the Insurer and the Owner Trusteeto each Rating Agency, to the effect that such firm has audited the financial statements books and records of the Servicer and issued its report thereon and that such audit audit: (i) 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 circumstances, (ii) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, (iii) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light-duty truck installment sales contracts (setting forth the statistics so reviewed); and (iiiiv) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light light-duty truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. In The Accountants' Report shall further state that (i) certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates, (ii) except as disclosed in such report, no errors or exceptions were found in the event that Servicer's Certificates based on the performance of such firm requires agreed upon procedures, and (iii) the Owner Trustee to agree delinquency and loss information relating to the procedures performed by such firm, Receivables contained in the Servicer shall direct the Owner Trustee in writing Certificates were found to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 proceduresbe accurate.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Master Servicer or the Sellerits Affiliates, to deliver to the IssuerOwner Trustee, the Indenture Trustee and each Rating Agency, within 120 days after the Rating Agencies, on or before August 15 end of each fiscal year, beginning August 15commencing with the fiscal year ending December 31, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)2003, a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to Master Servicer, the Indenture Owner Trustee and the Owner Indenture Trustee, to the effect that such firm has audited the financial statements books and records of the Master Servicer and issued its report thereon on the financial statements of Regions Financial Corporation and that such audit (i) such audit was made in accordance with generally accepted auditing standards, standards and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii) included tests relating to automotive loans serviced for others the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with the requirements generally accepted auditing standards was made of the Uniform Single Audit Program for Mortgage Bankers (Master Servicer's Certificates relating to such fiscal year, including the "Program")delinquency, default and loss statistics required to the extent the procedures be specified therein and, except as disclosed in the Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, and (iii) except as described in the accountants' report, disclosed no exceptions or errors in the records Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four servicing of the Program requires such firm to report. In Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the event that such firm requires basis of examinations conducted in accordance with the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness same standards (rendered within one year of such proceduresreport) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, the Owner Trustee, the Backup Servicer, the Note Insurer and the each Rating AgenciesAgency, on or before August 15 March 31 of each yearyear beginning March 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)2008, a report dated as of December 31 of the previous year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period, addressed and delivered to the Board of Directors of the Servicer, to the Owner Trustee, the Trustee, the Backup Servicer and to the Indenture Trustee and the Owner TrusteeNote Insurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sales contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck 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 (A) a review in accordance with agreed upon procedures was made of two randomly selected Servicer Certificates; (B) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (C) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Trustee, the Owner Trustee and/or the Backup Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and neither the Trustee, the Owner Trustee nor the Backup Servicer makes no 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 Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Servicer shall shall, at its expense, cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, and the Rating AgenciesOwner Trustee, the Trust Collateral Agent, the Insurer, on or before August 15 March 30 (or 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning August 15on March 30, 2004 1998, with respect to the twelve months ended on the immediately preceding June 30 December 31 (or, with respect to the first or other applicable date) (or such report, such other period as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent and to the Indenture Trustee and the Owner TrusteeInsurer, to the effect that such firm has audited the financial statements books and records of the Servicer and issued its report thereon and that such audit (i1) 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 circumstances; (ii2) included tests an examination of documents and records relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth in the servicing agreements covered thereby, including this Agreement Agreement); (3) included an examination of the delinquency and loss statistics relating to the Pooling and Servicing Agreement, Servicer's portfolio of automobile installment sales contracts; and (iii4) except as described in the reportstatement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program generally accepted auditing standards requires such firm to report. In The Accountants' Report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates for the event that such firm requires Trust; (2) except as disclosed in the Owner Trustee to agree Report, no exceptions or errors in the Servicer's Certificates so examined were found; and (3) the delinquency and loss information relating to the procedures performed by such firm, Receivables contained in the Servicer shall direct the Owner Trustee in writing Certificates were found to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 proceduresbe accurate.

Annual Independent Accountants’ Report. (a) The Prior to March 31 of each calendar year, beginning with March 31, 201[ ], the Servicer shall cause a firm of independent accountants, who may also render other services to certified public accountants that is a member of the Servicer or American Institute of Certified Public Accountants and is independent of the Seller, to deliver to the IssuerDepositor, and the Rating AgenciesServicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, on or before August 15 of each year, beginning August 15, 2004 with respect to furnish a report to the twelve months ended on Owner Trustee, the immediately preceding June 30 (orDepositor, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee, each Rating Agency to the effect that such firm has audited examined the financial statements documents or records of the Servicer and issued its report thereon relating to the Receivables and that such audit examination (i) was made in accordance with generally accepted auditing standards, standards and (ii) included tests relating to automotive motor vehicle retail installment sale contracts and installment loans serviced for others in accordance with the requirements and that such firm is of the Uniform Single Audit Program for Mortgage Bankers opinion that the provisions of this Agreement have been complied with during the preceding calendar year (or, with respect to the "Program"first report, the period from the Closing Date to December 31 of such year), and that, on the basis of such examination, nothing has come to their attention that would indicate that such servicing has not been conducted in compliance therewith during such calendar year or other period, except for (x) such exceptions as such firm shall believe to be immaterial and (y) such other exceptions as shall be set forth in such statement; provided, however, that the extent Servicer shall direct the procedures Indenture Trustee in writing to enter into any agreed upon procedure letter that may be executed in connection with any accountant’s report issued hereunder and the Program are applicable to Indenture Trustee shall have no liability in connection with any such accountant’s report or the servicing content of any such agreed upon procedure letter; and provided, further, that, if CSC is at any time acting as Servicer, it may satisfy the obligations set forth in this Agreement and the Pooling and Servicing AgreementSection 4.11, and (iii) except as described by delivering on an annual basis a report prepared with respect to it in the reportaccordance with SSAE 16, disclosed no exceptions or errors in the records relating such report to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four be provided by CSC under this Section 4.11 within 30 days of the Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness its receipt of such proceduresreport.

Annual Independent Accountants’ Report. (a) The Unless SST or the Standby Servicer is the Servicer, the Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the SellerPurchaser, to deliver to the IssuerTrustee, the Standby Servicer, the Insurer, the Initial Note Purchaser and the each Rating AgenciesAgency, on or before August 15 July 31 of each yearyear beginning July 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)2004, a report dated as of December 31 of the preceding year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period, addressed and delivered to the Board of Directors of the Servicer, to the Trustee, the Standby Servicer and to the Indenture Trustee and the Owner TrusteeInsurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sale contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans installment sale contracts 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) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee nor the Standby Servicer and the Owner Trustee makes no 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 Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Unless Loan Servicing Enterprise is the Servicer, the Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, the Owner Trustee, the Standby Servicer, the Note Insurer and the each Rating AgenciesAgency, on or before August 15 July 31 of each yearyear beginning July 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)1999, a report dated as of March 31 of such year (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 to March 31, 1999), addressed and delivered to the Board of Directors of the Servicer, to the Owner Trustee, the Trustee, the Standby Servicer and to the Indenture Trustee and the Owner TrusteeNote Insurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sales contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck 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) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Trustee, the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and neither the Trustee, the Owner Trustee nor the Standby Servicer makes no 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 Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of independent accountantscause, who may also render other services to at its expense, the Servicer or the Seller, Independent Public Accountants to deliver to the IssuerIndenture Trustee, the Agent, and the Rating AgenciesBackup Servicer, on or before August 15 April 30th of each year, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)fiscal year, a report statement (the "Accountants' “Accountant’s Report"”) addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner TrusteeServicer, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit audit: (i) 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 circumstances; (ii) included tests relating to automotive loans the servicing of automobile installment sales contracts serviced for others in accordance with the requirements of the Uniform Single Audit Attestation Program for Mortgage Bankers (the "“Program"”), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (iii) included an examination of the delinquency and loss statistics relating to the Pooling and Servicing Agreement, Servicer’s portfolio of automobile installment sales contracts; and (iiiiv) except as described in the reportstatement, disclosed no exceptions or errors in the records relating to automobile automobile, van, sport utility vehicle and light truck loans serviced for others that, in the firm's ’s opinion, paragraph four of the Program generally accepted auditing standards requires such firm to report. In The Accountants’ Report shall further state that: (1) a review in accordance with agreed upon procedures was made of three randomly selected Monthly Servicer Reports; (2) except as disclosed in the event that such firm requires Accountants’ Report, no exceptions or errors in the Owner Trustee to agree Monthly Servicer Reports so examined were found; and (3) the delinquency and loss information relating to the procedures performed by such firm, Receivables contained in the Monthly Servicer shall direct the Owner Trustee in writing Reports were found to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 proceduresbe accurate.

Annual Independent Accountants’ Report. (a) The Servicer shall will cause a firm of independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or the Sellerto its Affiliates, to deliver to the IssuerIndenture Trustee, the Owner Trustee, the Backup Servicer, the Insurer and the each Rating AgenciesAgency, on or before August 15 April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning August 15on April 30, 2004 2005 with respect to the twelve months ended on the immediately preceding June 30 December 31 (or, with respect to the first or other applicable date) (or such report, such other period as shall have has elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board board of Directors directors of the Servicer, to the Indenture Trustee, the Owner Trustee, the Backup Servicer and to the Indenture Trustee and the Owner TrusteeInsurer, to the effect that such firm has audited the financial statements of the Servicer Triad and issued its report thereon and that such audit (i1) was made in accordance with generally accepted auditing standards, (ii2) included tests relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the such Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, and (iii3) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light duty truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. In the event that such firm requires is required to report under the Owner Trustee to agree Program. Except to the procedures performed extent otherwise required by such firmapplicable law, the Servicer shall direct is not required to deliver the Owner report hereunder if Triad is reported solely as a consolidated subsidiary and there are no separate audits of the books and records of Triad; provided, however, the Servicer is required to notify the Indenture Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction there are no separate audits of the books and records of Triad and that therefore the Servicer will not be delivering the report. Notwithstanding this Section 4.11, if the Backup Servicer is then acting as the successor Servicer, it shall only be required to provide a copy of its annual SAS 70 report and the Owner 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 proceduresits audited financial statements.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, the Owner Trustee, the Standby Servicer, the Note Insurer and the each Rating AgenciesAgency, on or before August 15 March 31 of each yearyear beginning March 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)2003, a report dated as of December 31 of the previous year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period, addressed and delivered to the Board of Directors of the Servicer, to the Owner Trustee, the Trustee, the Standby Servicer and to the Indenture Trustee and the Owner TrusteeNote Insurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sales contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck 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) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Trustee, the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and neither the Trustee, the Owner Trustee nor the Standby Servicer makes no 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 Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of independent accountantscause, who may also render other services to at its expense, the Servicer or the Seller, Independent Public Accountants to deliver to the IssuerIndenture Trustee, the Agent, and the Rating AgenciesBackup Servicer, on or before August 15 April 30th of each year, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)fiscal year, a report statement (the "Accountants' Accountant's Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner TrusteeServicer, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit audit: (i) 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 circumstances; (ii) included tests relating to automotive loans the servicing of automobile installment sales contracts serviced for others in accordance with the requirements of the Uniform Single Audit Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (iii) included an examination of the delinquency and loss statistics relating to the Pooling and Servicing Agreement, Servicer's portfolio of automobile installment sales contracts; and (iiiiv) except as described in the reportstatement, disclosed no exceptions or errors in the records relating to automobile automobile, van, sport utility vehicle and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program generally accepted auditing standards requires such firm to report. In The Accountants' Report shall further state that: (1) a review in accordance with agreed upon procedures was made of three randomly selected Monthly Servicer Reports; (2) except as disclosed in the event that such firm requires Accountants' Report, no exceptions or errors in the Owner Trustee to agree Monthly Servicer Reports so examined were found; and (3) the delinquency and loss information relating to the procedures performed by such firm, Receivables contained in the Monthly Servicer shall direct the Owner Trustee in writing Reports were found to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 proceduresbe accurate.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, the Owner Trustee, the Backup Servicer, the Note Insurer and the each Rating AgenciesAgency, on or before August 15 March 31 of each yearyear beginning March 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)2009, a report dated as of December 31 of the previous year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period, addressed and delivered to the Board of Directors of the Servicer, to the Owner Trustee, the Trustee, the Backup Servicer and to the Indenture Trustee and the Owner TrusteeNote Insurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sales contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck 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 (A) a review in accordance with agreed upon procedures was made of two randomly selected Servicer Certificates; (B) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (C) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Trustee, the Owner Trustee and/or the Backup Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and neither the Trustee, the Owner Trustee nor the Backup Servicer makes no 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 Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or the SellerServicer, to deliver to the IssuerOwner Trustee, the Indenture Trustee and the each Rating AgenciesAgency, on or before August 15 March 31 (or 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning August 15on March 31, 2004 1997, with respect to the twelve months ended on the immediately preceding June 30 December 31 (or, with respect to the first or other applicable date) (or such report, such other period as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Accountant's Report") addressed and delivered to the Board of Directors of the Servicer Servicer, to the Owner Trustee and to the Indenture Trustee and the Owner Trustee, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit (i) 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 circumstances, including procedures as determined by the Independent Accountants related to (i) the documents and records concerning the servicing of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables under servicing agreements substantially similar one to another (such Accountant's Report to have attached thereto a schedule setting forth the servicing agreements covered thereby, including this Agreement); and (ii) included tests the delinquency and loss statistics relating to automotive loans serviced for others in accordance with the requirements Servicer's portfolio of the Uniform Single Audit Program for Mortgage Bankers (the "Program")equipment lease contracts, to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement installment sale contracts, promissory notes, loan and the Pooling security agreements and/or other similar types of receivables; and Servicing Agreement, and (iii) except as described in the reportAccountant's Report, disclosed no exceptions or errors in the records relating to automobile and light truck loans the contracts serviced for others that, in the firm's opinion, paragraph four of the Program generally accepted auditing standards requires such firm to report. In The Accountant's Report shall further state that (1) a review of certain agreed upon procedures was performed with respect to two randomly selected Servicer's Certificates during the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee makes no independent inquiry or investigation as toapplicable period, and shall have (2) except as disclosed in the Report, no obligation exceptions or liability errors in respect of, the sufficiency, validity or correctness of such proceduresServicer's Certificates so examined were found.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, the Owner Trustee, the Standby Servicer, the Note Insurer and the each Rating AgenciesAgency, on or before August 15 July 31 of each yearyear beginning July 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)1998, a report dated as of March 31 of such year (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 to March 31, 1998), addressed and delivered to the Board of Directors of the Servicer, to the Owner Trustee, the Trustee, the Standby Servicer and to the Indenture Trustee and the Owner TrusteeNote Insurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sales contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck 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) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information, relating to the Receivables contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee nor the Standby Servicer and the Owner Trustee makes no 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 Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Master Servicer or the Sellerits Affiliates, to deliver to the IssuerOwner Trustee, the Indenture Trustee and each Rating Agency, within 120 days after the Rating Agencies, on or before August 15 end of each fiscal year, beginning August 15commencing with the fiscal year ending December 31, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)2000, a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to Master Servicer, the Indenture Owner Trustee and the Owner Indenture Trustee, to the effect that such firm has audited the financial statements books and records of the Master Servicer and issued its report thereon and that such audit (i) such audit was made in accordance with generally accepted auditing standards, standards and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii) included tests relating to automotive loans serviced for others the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with the requirements agreed-upon procedures was made of the Uniform Single Audit Program for Mortgage Bankers (Master Servicer's Certificates relating to such fiscal year, including the "Program")delinquency, default and loss statistics required to the extent the procedures be specified therein and, except as disclosed in the Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, and (iii) except as described in the accountants' report, disclosed no exceptions or errors in the records Master Servicer's Certificates were found; and (iv) a review in accordance with agreed-upon procedures was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four servicing of the Program requires such firm to report. In Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the event that such firm requires basis of examinations conducted in accordance with the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness same standards (rendered within one year of such proceduresreport) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, the Owner Trustee, the Standby Servicer, the Note Insurer and the each Rating AgenciesAgency, on or before August 15 [ ] of each year, year beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)[ ], a report dated as of [ ] of such year (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 to [ ]), addressed and delivered to the Board of Directors of the Servicer, to the Owner Trustee, the Trustee, the Standby Servicer and to the Indenture Trustee and the Owner TrusteeNote Insurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sales contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck 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) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Trustee, the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and neither the Trustee, the Owner Trustee nor the Standby Servicer makes no 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 Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, the Owner Trustee, the Trustee, the Standby Servicer, the Credit Enhancer and the each Rating AgenciesAgency, on or before August 15 July 31 of each yearyear beginning July 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)[ ], a report dated as of March 31 of such year (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 to March 31, [ ]), addressed and delivered to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trustee, the Standby Servicer and to the Indenture Trustee and the Owner TrusteeCredit Enhancer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sales contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. In The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the event that such firm requires report, no exceptions or errors in the Owner Trustee to agree Servicer Certificates were found; and (3) the delinquency and loss information, relating to the procedures performed by such firm, Receivables contained in the Servicer shall direct the Owner Trustee in writing Certificates were found to so agree; it being understood and agreed be accurate. The Report will also indicate that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction firm is independent of the Servicer and within the Owner Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, meaning of the sufficiency, validity or correctness Code of such proceduresProfessional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of independent accountants, who may also render other services to the Servicer or the Seller, to deliver to the Issuer, and the Rating Agencies, on or before August 15 of each year, beginning August 15, 2004 2003 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit (i) was made in accordance with generally accepted auditing standards, (ii) included tests relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, and (iii) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants reasonably acceptable to the Insurer (provided that an Insurer Default has not occurred and is continuing) (the "Independent Accountants"), who may also render other services to the Servicer or to the SellerOriginator, to deliver to the IssuerIndenture Trustee, the Insurer and the each Rating AgenciesAgency, on or before August 15 March 31 of each yearyear beginning March 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)2001, a report dated as of December 31 of the preceding year (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 Cut-off Date to December 31, 2000), addressed and delivered to the Board of Directors of the Servicer and to Servicer, the Indenture Trustee and to the Owner TrusteeInsurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, ; and (iii3) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck 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) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Auto Loans and the stated amount of Charged-off Auto Loans, if any, contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Owner Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Indenture Trustee in writing to so agree; it being understood and agreed that the Owner Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and the Owner Indenture 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 Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Master Servicer or to the Seller, to deliver to the IssuerTrustee, and the Rating AgenciesOwner Trustee, the Trust Collateral Agent, the Insurer, on or before August 15 April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning August 15on April 30, 2004 1998, with respect to the twelve months ended on the immediately preceding June 30 December 31 (or, with respect to the first or other applicable date) (or such report, such other period as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer Master Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent and to the Indenture Trustee and the Owner TrusteeInsurer, to the effect that such firm has audited the financial statements books and records of the Master Servicer and issued its report thereon and that such audit (i1) 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 circumstances; (ii2) included tests an examination of documents and records relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth in the servicing agreements covered thereby, including this Agreement Agreement); (3) included an examination of the delinquency and loss statistics relating to the Pooling and Servicing Agreement, Master Servicer's portfolio of automobile installment sales contracts; and (iii4) except as described in the reportstatement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program generally accepted auditing standards requires such firm to report. In The Accountants' Report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Master Servicer's Certificates for the event that such firm requires Trust; (2) except as disclosed in the Owner Trustee to agree Report, no exceptions or errors in the Master Servicer's Certificates so examined were found; and (3) the delinquency and loss information relating to the procedures performed by such firm, Receivables contained in the Master Servicer shall direct the Owner Trustee in writing Certificates were found to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 proceduresbe accurate.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of independent accountantscause, who may also render other services to at its expense, the Servicer or the Seller, Independent Public Accountants to deliver to the IssuerIndenture Trustee, the Agent, the Backup Servicer and the Rating AgenciesNoteholders, on or before August 15 April 15th of each year, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)fiscal year, a report statement (the "Accountants' Accountant's Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner TrusteeServicer, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit audit: (i) 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 circumstances; (ii) included tests relating to automotive loans the servicing of automobile installment sales contracts serviced for others in accordance with the requirements of the Uniform Single Audit Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (iii) included an examination of the delinquency and loss statistics relating to the Pooling and Servicing Agreement, Servicer's portfolio of automobile installment sales contracts; and (iiiiv) except as described in the reportstatement, disclosed no exceptions or errors in the records relating to automobile automobile, van, sport utility vehicle and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program generally accepted auditing standards requires such firm to report. In The Accountants' Report shall further state that: (1) a review in accordance with agreed upon procedures was made of three randomly selected Monthly Servicer Reports; (2) except as disclosed in the event that such firm requires Accountants' Report, no exceptions or errors in the Owner Trustee to agree Monthly Servicer Reports so examined were found; and (3) the delinquency and loss information relating to the procedures performed by such firm, Receivables contained in the Monthly Servicer shall direct the Owner Trustee in writing Reports were found to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 proceduresbe accurate.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of independent accountants, who may also render other services to the Servicer or the Seller, to deliver to the Issuer, and the Rating Agencies, on or before August 15 of each year, beginning August 15, 2004 2002 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit (i) was made in accordance with generally accepted auditing standards, (ii) included tests relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, and (iii) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 Independent Accountants’ Report. (a) The Servicer shall shall, at its expense, cause [Name of Independant Accountants] or a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or the SellerServicer, to deliver to the IssuerTrustee, the Backup Servicer, the Certificate Insurer, the Depositor, the Certificateholders and the each Rating AgenciesAgency, on or before August 15 of each year, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to for the first such report, such period as shall have elapsed from two calendar months after the Closing Date and if exceptions or errors that are required by generally accepted auditing standards to the date of be reported exists, for each month thereafter until reports for two such certificate)consecutive months indicate no exceptions or errors that are required by generally accepted auditing standards to be reported, a report statement (the "Accountants' Accountant's Report") addressed and delivered to the Board of Directors of the Servicer Servicer, to the Trustee, to the Backup Servicer, to the Depositor and to the Indenture Trustee and the Owner TrusteeCertificate Insurer, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit (i1) 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 circumstances; (ii2) included tests an examination of documents and records relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth in the pooling and servicing agreements covered thereby, including this Agreement Agreement); (3) included an examination of the delinquency and loss statistics relating to the Pooling and Servicing Agreement, Servicer's portfolio of automobile installment sales contracts; and (iii4) except as described in the reportstatement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program generally accepted auditing standards requires such firm to report. In The Accountants' Report shall further state that (1) except as disclosed in the event that such firm requires Report, no exceptions or errors in the Owner Trustee to agree Servicer's Certificates so examined were found; and (2) the delinquency and loss information relating to the procedures performed by such firmReceivables contained in the Servicer's Certificates were found to be accurate. In addition, the Servicer Accountant's Report must also be submitted on or before [_______][_] of each year, beginning on [_______][_], 200[_] with respect to the twelve months ended the immediately preceding December 31. The Accountant's Report to be submitted on an annual basis shall direct also indicate that a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates for the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 proceduresTrust.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Master Servicer or the Sellerits Affiliates, to deliver to the IssuerOwner Trustee, the Indenture Trustee and each Rating Agency, within 120 days after the Rating Agencies, on or before August 15 end of each fiscal year, beginning August 15commencing with the fiscal year ending December 31, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)2002, a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Servicer and to Master Servicer, the Indenture Owner Trustee and the Owner Indenture Trustee, to the effect that such firm has audited the financial statements books and records of the Master Servicer and issued its report thereon on the financial statements of Regions Financial Corporation and that such audit (i) such audit was made in accordance with generally accepted auditing standards, standards and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii) included tests relating to automotive loans serviced for others the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with the requirements generally accepted auditing standards was made of the Uniform Single Audit Program for Mortgage Bankers (Master Servicer's Certificates relating to such fiscal year, including the "Program")delinquency, default and loss statistics required to the extent the procedures be specified therein and, except as disclosed in the Program are applicable to the servicing obligations set forth in this Agreement and the Pooling and Servicing Agreement, and (iii) except as described in the accountants' report, disclosed no exceptions or errors in the records Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four servicing of the Program requires such firm to report. In Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the event that such firm requires basis of examinations conducted in accordance with the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness same standards (rendered within one year of such proceduresreport) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Servicer shall shall, at its expense, cause [Name of Independent Accountants] or a firm of nationally recognized independent accountantscertified public accountants (the "INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer or the SellerServicer, to deliver to the IssuerTrustee, the Backup Servicer, the Certificate Insurer, the Depositor, the Certificateholders and the each Rating AgenciesAgency, on or before August 15 of each year, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to for the first such report, such period as shall have elapsed from two calendar months after the Closing Date and if exceptions or errors that are required by generally accepted auditing standards to the date of be reported exists, for each month thereafter until reports for two such certificate)consecutive months indicate no exceptions or errors that are required by generally accepted auditing standards to be reported, a report statement (the "Accountants' ReportACCOUNTANT'S REPORT") addressed and delivered to the Board of Directors of the Servicer Servicer, to the Trustee, to the Backup Servicer, to the Depositor and to the Indenture Trustee and the Owner TrusteeCertificate Insurer, to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit (i1) 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 circumstances; (ii2) included tests an examination of documents and records relating to automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth in the pooling and servicing agreements covered thereby, including this Agreement Agreement); (3) included an examination of the delinquency and loss statistics relating to the Pooling and Servicing Agreement, Servicer's portfolio of automobile installment sales contracts; and (iii4) except as described in the reportstatement, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program generally accepted auditing standards requires such firm to report. In The Accountants' Report shall further state that (1) except as disclosed in the event that such firm requires Report, no exceptions or errors in the Owner Trustee to agree Servicer's Certificates so examined were found; and (2) the delinquency and loss information relating to the procedures performed by such firmReceivables contained in the Servicer's Certificates were found to be accurate. In addition, the Servicer Accountant's Report must also be submitted on or before [_______][_] of each year, beginning on [_______][_], 200[_] with respect to the twelve months ended the immediately preceding December 31. The Accountant's Report to be submitted on an annual basis shall direct also indicate that a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates for the Owner Trustee in writing to so agree; it being understood and agreed that the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Owner 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 proceduresTrust.

Annual Independent Accountants’ Report. (a) The Servicer shall cause a firm of nationally recognized independent accountantscertified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the IssuerTrustee, the Owner Trustee, the Standby Servicer, the Note Insurer and the each Rating AgenciesAgency, on or before August 15 July 31 of each yearyear beginning July 31, beginning August 15, 2004 with respect to the twelve months ended on the immediately preceding June 30 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate)1999, a report dated as of March 31 of such year (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 to March 31, 1999), addressed and delivered to the Board of Directors of the Servicer, to the Owner Trustee, the Trustee, the Standby Servicer and to the Indenture Trustee and the Owner TrusteeNote Insurer, to the effect that such firm has audited examined the financial statements of the Servicer and issued its report thereon therefor and that such audit examination (i1) 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 circumstances; (ii2) included tests relating to automotive auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement Agreement; (3) included an examination of the delinquency and loss statistics relating to the Pooling Servicer's portfolio of automobile and Servicing Agreement, light truck installment sales contracts; and (iii4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck 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) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event that such firm requires the Trustee, the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and neither the Trustee, the Owner Trustee nor the Standby Servicer makes no 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 Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.