BEING PUBLICLY ACCOUNTABLE FOR OUR ACTIONS. The Parties commit to independent oversight and accountability of progress under this Agreement.
BEING PUBLICLY ACCOUNTABLE FOR OUR ACTIONS Sample Clauses
Related to BEING PUBLICLY ACCOUNTABLE FOR OUR ACTIONS
Annual Independent Public Accountants' Servicing Statement; Financial Statements On or before 120 days after the end of the Master Servicer's fiscal year, commencing with its 2002 fiscal year, the Master Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to the Master Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans under pooling and servicing agreements substantially similar to this Agreement (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby) and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC, such servicing has been conducted in compliance with such pooling and servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.
Accounting and Reports to the Noteholders, Certificateholders, the Internal Revenue Service and Others The Owner Trustee shall, based on information provided by the Seller, (i) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending on the last day of February and based on the accrual method of accounting, (ii) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable such Certificateholder to prepare its federal and State income tax returns, (iii) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065) and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as a partnership for federal income tax purposes, (iv) cause such tax returns to be signed in the manner required by law and (v) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee, on behalf of the Trust, shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee, on behalf of the Trust, shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, on behalf of the Trust, at the expense of the Seller, a firm of independent public accountants (the “Accountants”) selected by the Seller. The Owner Trustee, on behalf of the Trust, may require the Accountants to provide to the Owner Trustee, on or before March 15, 2023, a letter in form and substance satisfactory to the Owner Trustee as to whether any federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update such letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section 5.5 upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.
Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “tax matters partner” (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Certificateholder or the Depositor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement.
Company to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet If requested by the Representatives, the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and sale of the Offered Shares. As used herein, the term “electronic Prospectus” means a form of Time of Sale Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers of the Offered Shares; (ii) it shall disclose the same information as the paper Time of Sale Prospectus, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors to store and have continuously ready access to the Time of Sale Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Time of Sale Prospectus.
What To Do If You Find A Mistake On Your Statement If you think there is an error on your statement, write to us at the address(es) listed on your statement. In your letter, give us the following information:
Annual Independent Public Accountants’ Reports (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates, to deliver to the Trustee, the Owner Trustee and the Trust Collateral Agent, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2024, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rules 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.
How Do I Get More Information? This Settlement Notice does not fully describe all of the claims, defenses, or contentions of the parties. If you have questions about this Notice or the Action, please do not contact the Court. If you have questions regarding the Settlement, you can call Class Counsel at 0-000-000-0000, email Class Counsel at xxxxxxx@xxxxxxxxxxxxxxxxx.xxx, call the Settlement Administrator at 0-000-000-0000, write to the Settlement Administrator at JPM Stable Value Fund Litigation c/o JND Class Action Administration, P.O. Box 91304, Seattle, WA 98111, or go to the following website: xxx.xxxxxxxxxxxxxxxxx.xxx where you will find the Court’s order certifying the Class, the Plaintiffs’ Consolidated and Amended Complaint, the Defendants’ Answer to the Consolidated and Amended Complaint, the Settlement Agreement, and information regarding the day, time, and location of the Fairness Hearing once it has been scheduled by the Court. Other filings with the Court and information regarding the Settlement are also available online. Dated: , 2017 BY THE ORDER OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ATTACHMENT 1 PLAN SPONSOR 1 1888 XXXXX, LLC 2 X.X. XXXXXXXX CO., INC. 3 ABILENE CHAMBER OF COMMERCE 4 ABITIBI CONSOLIDATED SALES CORPORATION 5 ACCE BENEFIT TRUST 6 ACCE BENEFITS TRUST 7 ACCE BENEFITS TRUST 401(K) PLAN 8 ADVANCED MEDICAL OPTICS, INC. 9 AGGREKO, LLC 10 AJAX PAVING INDUSTRIES OF FLORIDA, INC. 11 AJAX PAVING INDUSTRIES, INC. 12 ALASKA TANKER COMPANY ATC 13 ALCON LABS 14 ALLERGAN INC 15 ALM MEDIA INC. 16 ANCHOR ACQUISITION, LLC 17 AMARILLO CHAMBER OF COMMERCE 18 AMERICAN CHAMBER OF COMMERCE EXECUTIVES 19 AMERICAN CIVIL CONSTRUCTORS, INC. 20 AMERICAN LIGHTING ASSOCIATION 21 AMERICAN ROYAL ASSOCIATION 22 AMERICAN TECHNOLOGIES, INC. 23 ALLIANT ENERGY CORPORATE SERVICES, INC. 24 AMERICAN ELECTRIC POWER SERVICE CORP. (AEP) 25 XXXXXXXX CORP. 26 XXXXXX CORP. 27 ANGELO'S AGGREGATE MATERIALS, LTD. 28 XXXX TRUCKING L.L.C. 29 APAC PAPER & PACKAGING CORP. 30 ARBOR MANAGEMENT, INC. 31 ARCH CHEMICAL INC. 32 AREA ENERGY & ELECTRIC, INC. 33 ARGO GROUP US 34 ARIZONA CHEMICAL COMPANY PLAN SPONSOR 35 ARLINGTON METALS CORPORATION 36 ASPHALT PAVING, INC. 37 ASSOCIATED WHOLESALE GROCERS, INC. 38 ASTEC INDUSTRIES, INC. 39 ASTELLAS US LLC 40 ATLANTIC SOUTHEAST AIRLINES, INC 41 AUDIO AUTHORITY CORPORATION 42 AUGUSTA NEWSPRINT COMPANY 43 AVON PRODUCTS, INC. 44 X.X. XXXXXXXX / XXXXXXXX / UNITED TECHNOLOGIES CORPORATION (UTC) 45 BADGERLAND SUPPLY. INC. 46 BAESMAN PRINTING CORPORATION 47 BANK OF COMMERCE & TRUST COMPANY 48 BATON ROUGE AREA CHAMBER PROFIT SHARING PLAN 49 XXXXXXX XXXXXX COMPANY LLC 50 XXXX TOYOTA CORP. 51 BEECHMONT PRESS, LLC 52 XXXX INC. 53 BELL CORP. 54 XXXXX COMPANY, INC. 55 BENESYS, INC. 56 XXXXXXX, XXXXXXX, XXXXXXX AND DAVIS APLC 57 BEST BUY 58 BIGSTON CORPORATION 59 BIOMEDICAL RESEARCH FOUNDATION 60 BISON GEAR ENG. CORP 61 BOC XXXXXXX, INC. 62 BOISE CONVENTION & VISITORS BUREAU PROFIT 63 BOISE METRO CHAMBER OF COMMERCE 64 BOSE CORP. 65 XXXXXX AND XXXXXX P.A. 66 XXXXXX & XXXXXXXX CORPORATION 67 XXXXX XXXXX COMPANY 68 BROOK FURNITURE RENTAL INC. 69 XXXXXXXXXX HOLDINGS, INC. 70 BROWN AND XXXXXXXX PLAN SPONSOR 71 BUCKEYE PIPE LINE SERVICES COMPANY 72 XXXX-O-MATIC CORPORATION 73 X.X. ENTERPRISES 74 CANBERRA OAK RIDGE, LLC 75 CARATRON INDUSTRIES, INC. 76 XXXXXXX INC. 77 CARL ZEISS VISION INC. 78 XXXX INDUSTRIES, INC. 79 XXXXXX MACHINERY CO. 80 CATERPILLAR INC. 81 CDM FEDERAL SERVICES, INC. 82 CELANESE (HOECHST CELANESE) 83 CENTRALIZED LABORATORY SERVICES INC 84 CERNER CORP. 85 CHATTANOOGA AREA CHAMBER OF COMMERCE 86 CHRISTIAN REFORMED CHURCH IN NORTH AMERICA 87 CINCINNATI TOOL STEEL COMPANY 88 XX XXXXXX CONSTRUCTION COMPANY 89 CLARIAN HEALTH / INDIANA UNIV. HEALTH INC. 90 XXXXXX QUALITY COATINGS, INC. 91 CLEAR LAKE AREA CHAMBER OF COMMERCE 92 XXXX HARDWOOD INC. 93 XXXXXXX & XXXXXX PRODUCTS CO. 94 COLONIAL PIPELINE CO. 95 COMMODORE ADVANCE SCIENCES, INC. 96 COMSYS IT PARTNERS INC. 97 CONNING & COMPANY 98 COOK COMPOSITES & POLYMERS COMPANY 99 COOPERATIVE REGIONS OF ORGANIC PRODUCER POOLS COOPERATIVE, INC. 100 CROWN EQUIPMENT CORP. 101 CSK AUTO, INC. 102 CUMMINS INC. 103 XXXXXXX & XXXXXXXXX, INC. 104 DACO INCORPORATED 105 DAKOTA CLINIC / INNOVIS HEALTH 106 DALLAS REGIONAL CHAMBER PLAN SPONSOR 107 DASCO PRO INC. 108 DETROIT LEGAL NEWS COMPANY 109 XXXX XXXXXX INC. 110 DIRECT GENERAL CORPORATION 111 XXX X. XXXXXXX, INC. 112 XXXXXXX COMPANIES INC. 113 DOTT INDUSTRIES, INC. 114 DOWCO INC. 115 DURATEK FEDERAL SERVICES, INC. 116 X.X. XXXXXXX COMPANY 117 EAGLE-PICHER CORPORATION 118 XXXX XXXXX CO. INC. 119 EDISON ELECTRIC INSTITUTE INC. 120 EET CORPORATION 121 XXX XXXXX 122 ELKAY MANUFACTURING COMPANY 123 ELMER'S PRODUCTS INC. 124 EMPIRE LEVEL MANUFACTURING CORP. 125 ENERCON ENGINEERING, INC. 126 ENERGY EAST CORP. 127 ENERGY NORTHWEST 128 XX XXXX GROUP, L.P. 129 ERICSSON INC. 130 XXXXX XXXXX GLOBAL INC. 131 E-S PLASTIC PRODUCTS INC. 132 FATHER XXXXXXXX'X BOYS' HOME 133 XXXXXXX COMPANIES, INC. 134 FERRO CORP. 135 XXXXXX & COMPANY, INCORPORATED 136 FITCH, INC. 137 FIVE STAR DISTRIBUTING, INC. 138 XXXXXXXXX & XXXX 139 FOREMOST FARMS USA 140 FOREST LABORATORIES, INC. 141 FLORIDA CHAMBER OF COMMERCE 142 FLORIDA GAS TRANSMISSION COMPANY 143 FLO-TORK, INC. PLAN SPONSOR 144 FOX CITIES CHAMBER OF COMMERCE & INDUSTRY 145 XXXXX X. XXXX COMPANY 146 FREEPORT MCMORAN / XXXXXX DODGE CORP. 147 XXXXXXX DENVER, INC. 148 GERLIN, INC. DBA CORE PIPE PRODUCTS, INC. 149 GENERAC 150 GENERAL XXXXX 151 XXX CONSULTANTS, LLC 152 GHP OPERATING COMPANY LLC (GLOBAL HOME PRODUCTS) 153 XXXXXXXX / PROCTER & XXXXXX 154 GLENMARK INDUSTRIES INC. 155 GPD, INC. 156 GREAT PLAINS ENERGY INCORPORATED 157 GREATER BINGHAMTON CHAMBER OF COMMERCE 000 XXXXXXX XXXXXXXXXX XXXXXXX OF COMMERCE 159 GREATER XXXXXXX CHAMBER PARTNERSHIP 160 GREATER LOUISVILLE INC. 161 GREATER NEW HAVEN CHAMBER OF COMMERCE 162 GREATER PROVIDENCE CHAMBER OF COMMERCE 163 GREATER RALEIGH CHAMBER OF COMMERCE 164 GREATER READING CHAMBER OF COMMERCE/INDUSTRY 165 GREATER SCRANTON CHAMBER OF COMMERCE 166 GREATER TAMPA CHAMBER OF COMMERCE 167 GREATER TOPEKA CHAMBER OF COMMERCE 168 GREATER WACO CHAMBER OF COMMERCE 169 GREATER WASHINGTON BOARD OF TRADE 170 GREEN DIAMOND RESOURCE COMPANY 171 GREEN THUMB LAWNSCAPING, INC. 172 GRINDMASTER CORPORATION 173 XXXXXXXXX LUMBER & SPPLY, INC. 174 GZA GEOENVIRONMENTAL, INC. 175 H&S TOOLS INC. 176 XXXXX & XXXXXXX INC 177 HAPAQ-XXXXX 178 XXXXXXX ROADS CHAMBER OF COMMERCE 179 XXXXXX PUBLICATIONS, INC.
Annual Independent Public Accountants' Servicing Report On or before March 1 of each year, commencing in March 2018, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable party required to furnish, or cause to be furnished, such report under this Section 10.10) to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer) and the Depositor, and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Copies of such statement will be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Promptly after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Custodian’s, the Trustee’s (if applicable), the Operating Advisor’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance meeting the requirements of Section 10.09 of this Agreement and notify the Depositor of any exceptions.
Annual Independent Accountants’ Report The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer's fiscal year, if other than June 30) of each year, beginning on October 31, 1999, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a statement (the "Accountants' Report") addressed to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and to the Insurer, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit 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; (2) the firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures to three randomly selected Servicer's Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer's Certificates were found.
Annual Independent Certified Public Accountants' Reports The Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer, the Seller or to MMCA) to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year, commencing March 31, 2002, a report addressed to the Board of Directors of the Servicer with respect to the preceding calendar year (or such shorter period, with respect to the first such report) to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit (1) was made in accordance with generally accepted auditing standards, (2) included tests relating to motor vehicle loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in such Program are applicable to the servicing obligations set forth in this Agreement, and (3) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and sports-utility vehicle loans serviced for others that such firm is required to report under the Program. Such report shall also indicate that the firm is independent with respect to the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. A copy of such report shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such report, pursuant to Section 7.4 of the Indenture. In addition, a copy of such report may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any 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.
