Common use of Agreed Upon Procedures; Reports Clause in Contracts

Agreed Upon Procedures; Reports. (1) TFC shall cause a firm of ------------------------------- nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to TFC ----------------------- and/or to TFCRC, to deliver to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent and AGIC (with a copy delivered to the Rating Agency): (i) As soon as practical, but in no event later than 30 days after the delivery by the Servicer of the second Servicer's Certificate required to be delivered by the Servicer after the Closing Date pursuant to Section 4.9 of the Sale and Servicing Agreement, a statement (the "Initial Accountant's Statement"), in form and substance satisfactory to AGIC, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to the Servicer, its reporting and record keeping and the degree of its compliance with provisions of the Basic Documents requiring the deposit or remittance of funds by the Servicer to the Collection Account, substantially to the effect that: (1) the Independent Accountants have examined the accounts and records of the Servicer relating to the Receivables (which records shall be described in one or more schedules to such statement), (2) such firm has compared the information contained in the first and second Servicer's Certificates delivered by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with information contained in such accounts and records for such periods, (3) such firm has traced deposits and remittances made to the Collection Account by the Servicer for such periods, and (4) on the basis of the agreed upon procedures so performed, whether and to what extent (x) the information contained in such Servicer's Certificates reconciles with the information contained in such accounts and records, (y) such accounts and records of the Servicer related to the Receivables agree to the respective source documents, and (z) the Servicer has complied with the obligations set forth in the Basic Documents with respect to the deposits and remittances made to the Collection Account by the Servicer for such periods, except for such exceptions as TFC and AGIC believe to be immaterial and such other exceptions as shall be set forth in such statement; (ii) In the event that the Initial Accountant's Statement indicates a degree of accuracy with respect to either or both of the first and second Servicer's Certificates deemed by AGIC to be unsatisfactory in the exercise of its sole discretion, as soon as practical after written demand therefor by AGIC to TFC and the Independent Accountants (which demand may be made as frequently as deemed necessary in the sole discretion of AGIC), but in no event later than 30 days after the delivery to AGIC by the Servicer of any subsequent Servicer's Certificate constituting the subject of such demand, a statement (each, an "Additional Accountant's Statement"), in form and substance satisfactory to AGIC, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to then most recently completed and delivered Servicer's Certificate, and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided, however, -------- ------- that AGIC shall not demand Additional Accountant's Statements if and to the extent that no fewer than three consecutive Additional Accountant's Statements are deemed by AGIC, in the exercise of its sole discretion, to indicate a high degree of accuracy with respect to the related Servicer's Certificate; and (iii) As soon as practical, but in no event later than 90 days after the end of each calendar year during the term hereof (commencing with the calendar year 2000), a statement (each, an "Annual Accountant's Statement"), in form and substance satisfactory to AGIC, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to a sample of six of the preceding twelve Servicer's Certificates (randomly selected by such Independent Accountants; provided that in no event shall any of the -------- Servicer's Certificates so selected include any of the Servicer's Certificates which formed the basis of the Initial Accountant's Statement or any of the Additional Accountant's Statement), and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; and (iv) TFC shall use its best efforts to arrive at a mutually satisfactory agreement with AGIC concerning the agreed upon procedures referred to in each of clauses (i) and (iii) above, by no later than January 31, 2000. (2) On or before April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2000, with respect to the twelve months ended on the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) the financial statements of TFC containing a report of the Independent Accountants to the effect that such firm has examined the books and records of TFC and that, on the basis of such examination conducted in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of TFC, in each case certified by a Responsible Officer of TFC to be true, accurate and complete copies of such financial statements. The statements referenced above shall also indicate that the Independent Accountants are independent of TFC and TFCRC within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (3) In the event such Independent Accountants require the Trust Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.01(q), TFC, in its capacity as Servicer only, shall direct the Trust Collateral Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Collateral Agent has not 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. (4) All fees, costs and expenses incurred by AGIC and the Trust Collateral Agent in connection with obtaining any of the foregoing described statements shall be for the sole cost and expense of TFC.

Agreed Upon Procedures; Reports. (1) TFC shall cause a firm of ------------------------------- nationally recognized independent certified public accountants (the "Independent ----------- Accountants"), who may also render other services to TFC ----------------------- and/or to TFCRCTFCRC III, to ----------- deliver to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent and AGIC Financial Security (with a copy delivered to the Rating Agency): (i) As soon as practical, but in no event later than 30 45 days after the delivery by the Servicer of the second third Servicer's Certificate required to be delivered by the Servicer after the Closing Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, a statement (the "Initial Accountant's Statement"), in form and substance satisfactory to AGICFinancial Security, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to the Servicer, its reporting and record keeping and the degree of its compliance with provisions of the Basic Documents requiring the deposit or remittance of funds by the Servicer to the Collection Account, substantially to the effect that: (1) the Independent Accountants have examined the accounts and records of the Servicer relating to the Receivables (which records shall be described in one or more schedules to such statement), (2) such firm has compared the information contained in the first and second third Servicer's Certificates Certificate delivered by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with information contained in such accounts and records for such periods, (3) such firm has traced deposits and remittances made to the Collection Account by the Servicer for such periods, and (4) on the basis of the agreed upon procedures so performed, whether and to what extent (x) the information contained in such Servicer's Certificates reconciles with the information contained in such accounts and records, (y) such accounts and records of the Servicer related to the Receivables agree to the respective source documents, and (z) the Servicer has complied with the obligations set forth in the Basic Documents with respect to the deposits and remittances made to the Collection Account by the Servicer for such periods, except for such exceptions as TFC and AGIC Financial Security believe to be immaterial and such other exceptions as shall be set forth in such statement; (ii) In the event that the Initial Accountant's Statement indicates a degree of accuracy with respect to either or both of the first and second third Servicer's Certificates Certificate deemed by AGIC Financial Security to be unsatisfactory in the exercise of its sole discretion, as soon as practical after written demand therefor by AGIC Financial Security to TFC and the Independent Accountants (which demand may be made as frequently as deemed necessary in the sole discretion of AGICFinancial Security), but in no event later than 30 days after the delivery to AGIC Financial Security by the Servicer of any subsequent Servicer's Certificate constituting the subject of such demand, a statement (each, an "Additional Accountant's Statement"), in form and substance satisfactory to AGICFinancial Security, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to then most recently completed and delivered Servicer's Certificate, and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided, -------- however, -------- ------- that AGIC Financial Security shall not demand Additional ------- Accountant's Statements if and to the extent that no fewer than three consecutive Additional Accountant's Statements are deemed by AGICFinancial Security, in the exercise of its sole discretion, to indicate a high degree of accuracy with respect to the related Servicer's Certificate; and; (iii) As soon as practical, but in no event later than 90 days after the end of each calendar year during the term hereof (commencing with the calendar year 20002001), a statement (each, an "Annual Accountant's Statement"), in form and substance satisfactory to AGICFinancial Security, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to a sample of (A) no more than, and in the Insurer's discretion, less than six of the preceding twelve Servicer's Certificates and (B) no more than, and in the Insurer's discretion, less than three of the preceding twelve months' reporting and recordkeeping practices with respect to the Servicer's compliance with provisions of the Basic Documents requiring the deposit or remittance of funds to the Collection Account (in each case, randomly selected by such Independent Accountants; provided that in no event shall any of the -------- Servicer's Certificates so selected include any of the Servicer's Certificates which formed the basis of the Initial Accountant's Statement or any of the Additional Accountant's Statement), and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided that -------- each of the three months described in clause (B) shall constitute a Monthly Period to which one of the six Servicer's Certificates referred to in clause (A) shall relate; and (iv) TFC shall use its best efforts to arrive at a mutually satisfactory agreement with AGIC Financial Security concerning the agreed upon procedures referred to in each of clauses (i), (ii) and (iii) above, by no later than January 31November 30, 2000, provided, however, that such procedures will be -------- ------- substantially the same procedures agreed upon and performed during calendar year 2000 in connection with TFC's participation in a securitization transaction pursuant to which the TFC Asset Backed Notes Series 1999-1 were issued. (2) On or before April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 20002001, with respect to the twelve months ended on the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) the financial statements of TFC containing a report of the Independent Accountants to the effect that such firm has examined the books and records of TFC and that, on the basis of such examination conducted in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of TFC, in each case certified by a Responsible Officer of TFC to be true, accurate and complete copies of such financial statements. The statements referenced above shall also indicate that the Independent Accountants are independent of TFC and TFCRC III within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (3) In the event such the above-referenced Independent Accountants require the Trust Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.01(q), TFC, in its capacity as Servicer only, shall direct the Trust Collateral Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Collateral Agent has not 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. (4) All fees, costs and expenses incurred by AGIC Financial Security and the Trust Collateral Agent in connection with obtaining any of the foregoing described statements shall be for the sole cost and expense of TFC.

Agreed Upon Procedures; Reports. (1) TFC shall cause a firm of ------------------------------- nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to TFC ----------------------- and/or to TFCRCTFCRC VI, to deliver to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent and AGIC Radian (with a copy delivered to the Rating Agency): (i) As soon as practical, but in no event later than 30 45 days after the delivery by the Servicer of the second third Servicer's Certificate required to be delivered by the Servicer after the Closing Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, a statement (the "Initial Accountant's Statement"), in form and substance satisfactory to AGICRadian, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to the Servicer, its reporting and record keeping and the degree of its compliance with provisions of the Basic Documents requiring the deposit or remittance of funds by the Servicer to the Collection Account, substantially to the effect that: (1) the Independent Accountants have examined the accounts and records of the Servicer relating to the Receivables (which records shall be described in one or more schedules to such statement), (2) such firm has compared the information contained in the first and second third Servicer's Certificates Certificate delivered by the Servicer pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement with information contained in such accounts and records for such periods, (3) such firm has traced deposits and remittances made to the Collection Account by the Servicer for such periods, and (4) on the basis of the agreed upon procedures so performed, whether and to what extent (x) the information contained in such Servicer's Certificates reconciles with the information contained in such accounts and records, (y) such accounts and records of the Servicer related to the Receivables agree to the respective source documents, and (z) the Servicer has complied with the obligations set forth in the Basic Documents with respect to the deposits and remittances made to the Collection Account by the Servicer for such periods, except for such exceptions as TFC and AGIC Radian believe to be immaterial and such other exceptions as shall be set forth in such statement; (ii) In the event that the Initial Accountant's Statement indicates a degree of accuracy with respect to either or both of the first and second third Servicer's Certificates Certificate deemed by AGIC Radian to be unsatisfactory in the exercise of its sole discretion, as soon as practical after written demand therefor by AGIC Radian to TFC and the Independent Accountants (which demand may be made as frequently as deemed necessary in the sole discretion of AGICRadian), but in no event later than 30 days after the delivery to AGIC Radian by the Servicer of any subsequent Servicer's Certificate constituting the subject of such demand, a statement (each, an "Additional Accountant's Statement"), in form and substance satisfactory to AGICRadian, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to then most recently completed and delivered Servicer's Certificate, and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided, however, -------- ------- that AGIC Radian shall not demand Additional Accountant's Statements if and to the extent that no fewer than three consecutive Additional Accountant's Statements are deemed by AGICRadian, in the exercise of its sole discretion, to indicate a high degree of accuracy with respect to the related Servicer's Certificate; and; (iii) As soon as practical, but in no event later than 90 days after the end of each calendar year during the term hereof (commencing with the calendar year 20002003), a statement (each, an "Annual Accountant's Statement"), in form and substance satisfactory to AGICRadian, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to a sample of (A) no more than, and in the Insurer's discretion, less than six of the preceding twelve Servicer's Certificates and (B) no more than, and in the Insurer's discretion, less than three of the preceding twelve months' reporting and record keeping practices with respect to the Servicer's compliance with provisions of the Basic Documents requiring the deposit or remittance of funds to the Collection Account (in each case, randomly selected by such Independent Accountants; provided that in no event shall any of the -------- Servicer's Certificates so selected include any of the Servicer's Certificates which formed the basis of the Initial Accountant's Statement or any of the Additional Accountant's Statement), and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided that each of the three months described in clause (B) shall constitute a Monthly Period to which one of the six Servicer's Certificates referred to in clause (A) shall relate; and (iv) TFC shall use its best efforts to arrive at a mutually satisfactory agreement with AGIC concerning the The agreed upon procedures referred to in each of clauses (i), (ii) and (iii) above, above will be substantially the same procedures agreed upon by no later than January 31, 2000Radian and TFC with respect to the securitization transaction pursuant to which the TFC Asset Backed Notes Series 2002-1 were issued. (21) On or before April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 20002003, with respect to the twelve months ended on the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) the financial statements of TFC containing a report of the Independent Accountants to the effect that such firm has examined the books and records of TFC and that, on the basis of such examination conducted in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of TFC, in each case certified by a Responsible Officer of TFC to be true, accurate and complete copies of such financial statements. The statements referenced above shall also indicate that the Independent Accountants are independent of TFC and TFCRC VI within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (32) In the event such the above-referenced Independent Accountants require the Trust Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.01(q), TFC, in its capacity as Servicer only, shall direct the Trust Collateral Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Collateral Agent has not 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. (43) All fees, costs and expenses incurred by AGIC Radian and the Trust Collateral Agent in connection with obtaining any of the foregoing described statements shall be for the sole cost and expense of TFC.

Agreed Upon Procedures; Reports. (1) TFC shall cause a firm of ------------------------------- nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to TFC ----------------------- and/or to TFCRCTFCRC IV, to deliver to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent and AGIC (with a copy delivered to the Rating Agency): (i) As soon as practical, but in no event later than 30 45 days after the delivery by the Servicer of the second third Servicer's Certificate required to be delivered by the Servicer after the Closing Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, a statement (the "Initial Accountant's Statement"), in form and substance satisfactory to AGIC, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to the Servicer, its reporting and record keeping and the degree of its compliance with provisions of the Basic Documents requiring the deposit or remittance of funds by the Servicer to the Collection Account, substantially to the effect that: (1) the Independent Accountants have examined the accounts and records of the Servicer relating to the Receivables (which records shall be described in one or more schedules to such statement), (2) such firm has compared the information contained in the first and second third Servicer's Certificates Certificate delivered by the Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with information contained in such accounts and records for such periods, (3) such firm has traced deposits and remittances made to the Collection Account by the Servicer for such periods, and (4) on the basis of the agreed upon procedures so performed, whether and to what extent (x) the information contained in such Servicer's Certificates reconciles with the information contained in such accounts and records, (y) such accounts and records of the Servicer related to the Receivables agree to the respective source documents, and (z) the Servicer has complied with the obligations set forth in the Basic Documents with respect to the deposits and remittances made to the Collection Account by the Servicer for such periods, except for such exceptions as TFC and AGIC believe to be immaterial and such other exceptions as shall be set forth in such statement; (ii) In the event that the Initial Accountant's Statement indicates a degree of accuracy with respect to either or both of the first and second third Servicer's Certificates Certificate deemed by AGIC to be unsatisfactory in the exercise of its sole discretion, as soon as practical after written demand therefor by AGIC to TFC and the Independent Accountants (which demand may be made as frequently as deemed necessary in the sole discretion of AGIC), but in no event later than 30 days after the delivery to AGIC by the Servicer of any subsequent Servicer's Certificate constituting the subject of such demand, a statement (each, an "Additional Accountant's Statement"), in form and substance satisfactory to AGIC, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to then most recently completed and delivered Servicer's Certificate, and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided, however, -------- ------- that AGIC shall not demand --------- ------- Additional Accountant's Statements if and to the extent that no fewer than three consecutive Additional Accountant's Statements are deemed by AGIC, in the exercise of its sole discretion, to indicate a high degree of accuracy with respect to the related Servicer's Certificate; and; (iii) As soon as practical, but in no event later than 90 days after the end of each calendar year during the term hereof (commencing with the calendar year 20002002), a statement (each, an "Annual Accountant's Statement"), in form and substance satisfactory to AGIC, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to a sample of (A) no more than, and in the Insurer's discretion, less than six of the preceding twelve Servicer's Certificates and (B) no more than, and in the Insurer's discretion, less than three of the preceding twelve months' reporting and record keeping practices with respect to the Servicer's compliance with provisions of the Basic Documents requiring the deposit or remittance of funds to the Collection Account (in each case, randomly selected by such Independent Accountants; provided that in no event shall any of the -------- Servicer's Certificates so selected include any of the Servicer's Certificates which formed the basis of the Initial Accountant's Statement or any of the Additional Accountant's Statement), and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided that each of the three -------- months described in clause (B) shall constitute a Monthly Period to which one of the six Servicer's Certificates referred to in clause (A) shall relate; and (iv) TFC shall use its best efforts to arrive at a mutually satisfactory agreement with AGIC concerning the The agreed upon procedures referred to in each of clauses (i), (ii) and (iii) above, above will be substantially the same procedures agreed upon by no later than January 31, AGIC and TFC with respect to the securitization transaction pursuant to which the TFC Asset Backed Notes Series 2000-1 were issued. (21) On or before April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 20002001, with respect to the twelve months ended on the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) the financial statements of TFC containing a report of the Independent Accountants to the effect that such firm has examined the books and records of TFC and that, on the basis of such examination conducted in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of TFC, in each case certified by a Responsible Officer of TFC to be true, accurate and complete copies of such financial statements. The statements referenced above shall also indicate that the Independent Accountants are independent of TFC and TFCRC IV within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (32) In the event such the above-referenced Independent Accountants require the Trust Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.01(q), TFC, in its capacity as Servicer only, shall direct the Trust Collateral Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Collateral Agent has not 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. (43) All fees, costs and expenses incurred by AGIC and the Trust Collateral Agent in connection with obtaining any of the foregoing described statements shall be for the sole cost and expense of TFC.

Agreed Upon Procedures; Reports. (1) TFC shall cause ------------------------------- a firm of ------------------------------- nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to ----------------------- TFC ----------------------- and/or to TFCRCTFCRC V, to deliver to the Board of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust Collateral Agent and AGIC Radian (with a copy delivered to the Rating Agency): (i) As soon as practical, but in no event later than 30 45 days after the delivery by the Servicer of the second third Servicer's Certificate required to be delivered by the Servicer after the Closing Date pursuant to Section 4.9 4.8 of the Sale and Servicing Agreement, a ----------- statement (the "Initial Accountant's Statement"), in ------------------------------ form and substance satisfactory to AGICRadian, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to the Servicer, its reporting and record keeping and the degree of its compliance with provisions of the Basic Documents requiring the deposit or remittance of funds by the Servicer to the Collection Account, substantially to the effect that: (1) the Independent Accountants have examined the accounts and records of the Servicer relating to the Receivables (which records shall be described in one or more schedules to such statement), (2) such firm has compared the information contained in the first and second third Servicer's Certificates Certificate delivered by the Servicer pursuant to Section 4.9 4.8 of the Sale and Servicing ----------- Agreement with information contained in such accounts and records for such periods, (3) such firm has traced deposits and remittances made to the Collection Account by the Servicer for such periods, and (4) on the basis of the agreed upon procedures so performed, whether and to what extent (x) the information contained in such Servicer's Certificates reconciles with the information contained in such accounts and records, (y) such accounts and records of the Servicer related to the Receivables agree to the respective source documents, and (z) the Servicer has complied with the obligations set forth in the Basic Documents with respect to the deposits and remittances made to the Collection Account by the Servicer for such periods, except for such exceptions as TFC and AGIC Radian believe to be immaterial and such other exceptions as shall be set forth in such statement; (ii) In the event that the Initial Accountant's Statement indicates a degree of accuracy with respect to either or both of the first and second third Servicer's Certificates Certificate deemed by AGIC Radian to be unsatisfactory in the exercise of its sole discretion, as soon as practical after written demand therefor by AGIC Radian to TFC and the Independent Accountants (which demand may be made as frequently as deemed necessary in the sole discretion of AGICRadian), but in no event later than 30 days after the delivery to AGIC Radian by the Servicer of any subsequent Servicer's Certificate constituting the subject of such demand, a statement (each, an "Additional ---------- Accountant's Statement"), in form and substance ---------------------- satisfactory to AGICRadian, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to then most recently completed and delivered Servicer's Certificate, and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided, however, that -------- ------- that AGIC Radian shall not demand Additional Accountant's Statements if and to the extent that no fewer than three consecutive Additional Accountant's Statements are deemed by AGICRadian, in the exercise of its sole discretion, to indicate a high degree of accuracy with respect to the related Servicer's Certificate; and; (iii) As soon as practical, but in no event later than 90 days after the end of each calendar year during the term hereof (commencing with the calendar year 20002003), a statement (each, an "Annual Accountant's ------------------- Statement"), in form and substance satisfactory to AGIC--------- Radian, reviewing the results of the Independent Accountants' performance of certain agreed upon procedures with respect to a sample of (A) no more than, and in the Insurer's discretion, less than six of the preceding twelve Servicer's Certificates and (B) no more than, and in the Insurer's discretion, less than three of the preceding twelve months' reporting and record keeping practices with respect to the Servicer's compliance with provisions of the Basic Documents requiring the deposit or remittance of funds to the Collection Account (in each case, randomly selected by such Independent Accountants; provided that in no event shall any of the -------- Servicer's Certificates so selected include any of the Servicer's Certificates which formed the basis of the Initial Accountant's Statement or any of the Additional Accountant's Statement), and otherwise covering the same subjects, and having the same scope, as the Initial Accountant's Statement; provided that each of the three months -------- described in clause (B) shall constitute a Monthly Period to which one of the six Servicer's Certificates referred to in clause (A) shall relate; and (iv) TFC shall use its best efforts to arrive at a mutually satisfactory agreement with AGIC concerning the The agreed upon procedures referred to in each of clauses (i), (ii) and (iii) above, above will be ----------- ---- ----- substantially the same procedures agreed upon by no later than January 31, 2000Radian and TFC with respect to the securitization transaction pursuant to which the TFC Asset Backed Notes Series 2001-1 were issued. (21) On or before April 30 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 20002002, with respect to the twelve months ended on the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) the financial statements of TFC containing a report of the Independent Accountants to the effect that such firm has examined the books and records of TFC and that, on the basis of such examination conducted in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of TFC, in each case certified by a Responsible Officer of TFC to be true, accurate and complete copies of such financial statements. The statements referenced above shall also indicate that the Independent Accountants are independent of TFC and TFCRC V within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (32) In the event such the above-referenced Independent Accountants require the Trust Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.01(q), TFC, in its capacity as Servicer only, shall direct the --------------- Trust Collateral Agent in writing to so agree; it being understood and agreed that the Trust Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trust Collateral Agent has not 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. (43) All fees, costs and expenses incurred by AGIC Radian and the Trust Collateral Agent in connection with obtaining any of the foregoing described statements shall be for the sole cost and expense of TFC.