Common use of Annual Independent Certified Public Accountants’ Report Clause in Contracts

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, the Seller or any other Affiliate of CNH Industrial, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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’ Report. The Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Servicer, the Seller or any other Affiliate of CNH Industrial, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.1810.19, the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report shall be deemed to have been delivered to the Rating Agencies upon the posting of such report on the Servicer’s website or the filing of such report with the Commission. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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’ Report. The Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Servicer, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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’ Report. The Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Servicer, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, and the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. Notwithstanding the preceding in this Section 4.10 or 4.9(b), if the Backup Servicer is acting as the Successor Servicer, as to any fiscal year of the Issuing Entity when the Issuing Entity’s reporting obligations under Section 15(d) of the Exchange Act are suspended as provided in Rule 15d-22 under the Exchange Act, the Backup Servicer shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.

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, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. Notwithstanding the preceding in this Section 4.10 or 4.9(b), if the Backup Servicer is acting as the Successor Servicer, as to any fiscal year of the Issuing Entity when the Issuing Entity’s reporting obligations under Section 15(d) of the Exchange Act are suspended as provided in Rule 15d-22 under the Exchange Act, the Backup Servicer shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer shall cause will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 2024, a firm copy of independent certified public accountantsa report prepared by Independent Accountants, which who may also render other services to the Servicer, the Seller Servicer or any other Affiliate of CNH Industrialits Affiliates, to deliver or to the Issuing EntitySeller, addressed to the audit committee of the Servicer and the Indenture Trustee andand dated during the current year, subject to the effect that such firm has examined the Servicer’s policies and procedures and issued its report thereon and expressing a summary of findings (based on the procedures to be performed on the documents, records and accounting records set forth in clause (b) of this Section 10.18, 4.11) relating to the Rating Agencies on or before March 30 servicing of each year a report, providing its assessment the Loans and the related Contracts and the administration of compliance with the minimum servicing criteria Loans and the related Contracts and of the Trust during the preceding calendar yearyear and that such servicing and administration was conducted in compliance with the terms of this Agreement, including disclosure of any material instance of non-compliance, except for (i) such exceptions as required by Rule 13a-18 such firm shall believe to be immaterial and 15d-18 of the Exchange Act (ii) such other exceptions as shall be set forth in such report and Item 1122(b) of Regulation AB. Such attestation will be that such examination was performed in accordance with Rules 1-02(a)(3) and 2-02(gstandards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of Regulation S-X under the Securities Act and the Exchange Actthis Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The report Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required by this Section may be replaced, at to make an independent investigation or inquiry with respect to the Servicer’s option, by any similar report or certification using standards which are now or in contents of such copy of the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange CommissionIndependent Accountants report. In the event that such firm requires independent public accountants require the Trust Collateral Agent or the Indenture Trustee to agree to the procedures to be performed by such firmfirm in any of the reports required to be prepared pursuant to this Section 4.11, the Servicer shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee makes no has made 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 Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report will shall also indicate that the firm is independent of the Servicer and its Affiliates 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, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, and the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report certification required by this Section paragraph may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. Notwithstanding the preceding in this Section 4.10 or 4.9(b), if the Backup Servicer is acting as the Successor Servicer, as to any fiscal year of the Issuing Entity when the Issuing Entity’s reporting obligations under Section 15(d) of the Exchange Act are suspended as provided in Rule 15d-22 under the Exchange Act, the Backup Servicer shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.

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, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing EntityTrustee, the Indenture Trustee and, subject to Section 10.18, and the Rating Agencies on or before March April 30 of each year a report, providing its assessment addressed to the Board of compliance Directors of the Servicer, summarizing the results of certain procedures with respect to certain documents and records relating to the minimum servicing criteria of the Receivables during the preceding calendar yearyear (or, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 in the case of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under first such report, during the Securities Act and period from the Exchange ActInitial Cutoff Date to December 31, 2005). The report procedures to be performed and reported upon by the independent public accountants shall be those agreed to by the Servicer. The certification required by this Section paragraph may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. Notwithstanding the preceding in this Section 4.10, if the Backup Servicer is acting as the Successor Servicer, it shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.

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, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, and the Rating Agencies on or before March 30 +of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. Notwithstanding the preceding in this Section 4.10 or 4.9(b), if the Backup Servicer is acting as the Successor Servicer, as to any fiscal year of the Issuing Entity when the Issuing Entity’s reporting obligations under Section 15(d) of the Exchange Act are suspended as provided in Rule 15d-22 under the Exchange Act, the Backup Servicer shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.

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, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, and the Rating Agencies on or before March 30 of each year a reportreport that attests to, providing its and reports on, the Servicer’s assessment of compliance with the minimum servicing criteria during the preceding calendar yeardelivered pursuant to Section 4.9(b), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such which attestation will report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) the requirements of Regulation S-X Rule 15d-18 under the Securities Act and the Exchange Act. The report certification required by this Section paragraph may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. Notwithstanding the preceding in this Section 4.10, if the Backup Servicer is acting as the Successor Servicer, as to any fiscal year of the Issuing Entity when the Issuing Entity’s reporting obligations under Section 15(d) of the Exchange Act are suspended as provided in Rule 15d-22 under the Exchange Act, the Backup Servicer shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.

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, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. [Notwithstanding the preceding in this Section 4.10 or 4.9(b), if the Backup Servicer is acting as the Successor Servicer, as to any fiscal year of the Issuing Entity when the Issuing Entity’s reporting obligations under Section 15(d) of the Exchange Act are suspended as provided in Rule 15d-22 under the Exchange Act, the Backup Servicer shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.]

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, the Seller or any other Affiliate of CNH Industrial, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. [Notwithstanding the preceding in this Section 4.10 or 4.9(b), if the Backup Servicer is acting as the Successor Servicer, as to any fiscal year of the Issuing Entity when the Issuing Entity’s reporting obligations under Section 15(d) of the Exchange Act are suspended as provided in Rule 15d-22 under the Exchange Act, the Backup Servicer shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.]

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, the Seller or any other Affiliate of CNH IndustrialGlobal, to deliver to the Issuing EntityTrustee, the Indenture Trustee and, subject to Section 10.18, and the Rating Agencies on or before March April 30 of each year a report, providing its assessment addressed to the Board of compliance Directors of the Servicer, summarizing the results of certain procedures with respect to certain documents and records relating to the minimum servicing criteria of the Receivables during the preceding calendar yearyear (or, including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 in the case of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under first such report, during the Securities Act and period from the Exchange ActInitial Cutoff Date to December 31, [ ]). The report procedures to be performed and reported upon by the independent public accountants shall be those agreed to by the Servicer. The certification required by this Section paragraph may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that 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. 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. Notwithstanding the preceding in this Section 4.10, if the Backup Servicer is acting as the Successor Servicer, it shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.