Annual Independent Certified Public Accountants. Servicing ------------------------------------------------------------- Report. ------- On or before February 28 of each year beginning February 28, 2006 the Servicer at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans by the Servicer generally that include a sampling of the Mortgage Loans, the provisions of this Agreement have been complied with and, on the basis of such an examination conducted substantially in accordance with the Uniform Single Attestation Program for Mortgage Bankers, such servicing has been conducted in compliance with this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. Notwithstanding the foregoing, following the effective date for Reg AB, the Servicer shall be required to provide such accountant's reports as is required by Reg AB for Mortgage Loans included in public securitizations.
Annual Independent Certified Public Accountants. Report; -------------------------------------------------------- Required Audit Reports. ----------------------
Annual Independent Certified Public Accountants. Reports. On or before May 31 of each year (commencing with the year 2002), the ------- Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Insurer a report addressed to the Board of Directors of the Servicer with respect to the preceding Fiscal Year (or, in the case of the report to be delivered in the year 2002, with respect to the period beginning on the Closing Date and ending on February 28, 2002) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. A copy of such report may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the 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 Certified Public Accountants. Report. The Master Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Master Servicer, the Seller or their Affiliates, to deliver to the Eligible Lender Trustee and the Indenture Trustee (with a copy to the Seller) within 180 days of the end of the Master Servicer's regular calendar-year audit period, a report addressed to the Master Servicer and to the Seller, the Eligible Lender Trustee and the Indenture Trustee, to the effect that such firm has examined certain documents and records relating to the servicing of Student Loans (including the Financed Student Loans under this Agreement) during the preceding year (or, in the case of the first such report, during the period from the Closing Date to ________ 31, 1997) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that (i) such Master Servicer is an eligible third party servicer under the Higher Education Act, and (ii) such servicing was conducted in compliance with the Higher Education Act and industry standards set forth in such report, 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 report. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Annual Independent Certified Public Accountants. Report. The Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Servicer or the Seller, to deliver to the Seller, the Owner Trustee and the Trustee on or before ________ of each year beginning ________, 199__, an letter addressed to the Servicer, the Seller, the Owner Trustee and the Trustee and each Rating Agency, to the effect that such firm has with respect to the Servicer's overall servicing operations examined such operations in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 199__), and stating such firm's conclusions relating thereto. Such 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 Certified Public Accountants. Servicing Report. On or before March 15th of each year beginning March 15, 2005, the Servicer shall, or shall cause each related subservicer to, at its expense, cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Owner to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans similar in nature and that such firm is of the opinion that the provisions of this or similar Agreements have been complied with, and that, on the basis of such examination conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. By providing Owner and the Master Servicer a copy of a Uniform Single Attestation Program Report from their independent public accountant's on an annual basis, Servicer shall be considered to have fulfilled its obligations under this Section 6.05.
Annual Independent Certified Public Accountants. Report Each of the Servicer and the Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Servicer or the Administrator, as the case may be, to deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies on or before March 31 of each year, a report addressed to the Servicer or the Administrator, as the case may be, the Eligible Lender Trustee and the Indenture Trustee, to the effect that such firm has examined certain documents and records relating to the servicing of the Trust Student Loans, or the administration of the Trust Student Loans and of the Trust, as the case may be, during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 2003) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such servicing or administration, respectively, was conducted in compliance with those terms of this Supplement and in the case of the Servicer, the Servicing Agreement, including any applicable statutory provisions incorporated therein and such additional terms and statutes as may be specified from time to time by the Administrator, except for (a) such exceptions as such firm shall believe to be immaterial and (b) such other exceptions as shall be set forth in such report. Such report will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Annual Independent Certified Public Accountants. Servicing Report Not later than 90 days following the end of each fiscal year of the Company (December 31st of each year beginning in December 1998) the Company at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in accordance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement.
Annual Independent Certified Public Accountants. Report. (a) The Servicer shall cause a firm of independent certified public ------ accountants (which may also provide other services to the Servicer, West Penn or the Seller) to prepare, and the Servicer shall deliver to the Issuer, the Bond Trustee and each Rating Agency, on or before [ ] of each year, beginning [ ] to and including the [ ] succeeding the retirement of all Transition Bonds, a report addressed to the Servicer (the "Annual Accountant's Report"), which may be included as part of the Servicer's customary auditing activities, to the effect that such firm has performed certain procedures in connection with the Servicer's compliance with its obligations under this Agreement during the preceding calendar year ended [ ] (or, in the case of the first Annual Accountant's Report, the period of time from the first Transfer Date until [ ]), identifying the results of such procedures and including any exceptions noted. In the event such accounting firm requires the Bond Trustee or the Issuer to agree or consent to the procedures performed by such firm, the Issuer shall direct the Bond Trustee in writing to so agree; it being understood and agreed that the Bond Trustee will deliver such letter of agreement or consent in conclusive reliance upon the direction of the Issuer, and neither the Bond Trustee nor the Issuer will make 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.
Annual Independent Certified Public Accountants. Servicing ------------------------------------------------------------- Report. ------ On or before April 15 of each year beginning April 15, 2004, the Servicer at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans by the Servicer generally that include a sampling of the Mortgage Loans, the provisions of Article VI have been complied with and, on the basis of such an examination conducted substantially in accordance with the Uniform Single Attestation Program for Mortgage Bankers, such servicing has been conducted in compliance with this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement.
