Annual Accountants’ Report. (a) The Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or to the Depositor or their respective Affiliates) to deliver to the Depositor and, if required or requested, to the Trustees within 90 days of the end of each calendar year, a report with respect to the preceding 12-month period ended December 31 (or, if applicable, such other period as shall have elapsed since the Closing Date in the case of the first such report) or other report to the effect that such accountants have examined, on a test basis, evidence of the Servicer’s compliance with the covenants and conditions set forth in this Agreement. The report will express an opinion on the Servicer’s assertion that the Servicer complied in all material respects with the aforementioned covenants and conditions is fairly stated, in all material respects or the reason why such an opinion cannot be expressed. Such report shall also indicate that the firm is Independent with respect to the Depositor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
(b) Notwithstanding Section 3.12(a), within 90 days of the end of each calendar year, the Servicer shall deliver the report and attestation set forth in Sections 3.12(c) and (d) and the delivery of a copy of such report and attestation to the Depositor and the Trustees shall be deemed to satisfy the provisions of this Section.
(c) As and when required pursuant to Section 3.12(b), the Servicer will deliver to the Depositor and the Trustees a report regarding the Servicer’s assessment of compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB during the immediately preceding calendar year (or, if applicable, such shorter period as shall have elapsed since the Closing Date in the case of the first such report), in accordance with paragraph (b) of Rule 13a‑18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Servicer.
(d) The Servicer shall cause a firm of nationally recognized Independent public accountants to furnish to the Depositor and the Trustees, concurrently with the report delivered pursuant to Section 3.12(c), an attestation report providing its assessment of compliance with the servicing criteria covered in such report during the preceding fiscal year, including disclosure of any material ...
Annual Accountants’ Report. The Servicer shall cause a firm of independent accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustees on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a report with respect to the preceding 12-month period ended March 31 (or, if applicable, such shorter period in the case of the first such report) to the effect that such accountants have examined certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report, which procedures shall be substantially in compliance with generally accepted auditing standards and which procedure shall be specified to the Trustees by the Servicer in writing; in the event such firm of independent accountants requires any of the Trustees to agree to the procedures performed by such firm, the Servicer shall direct such Trustees in writing to so agree; it being understood and agreed that the Trustees will deliver such letters of agreement in conclusive reliance upon the direction of the Servicer, and none of the Trustees make any representation of warranty, independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures) and that nothing has come to their attention indicating that such servicing has not been conducted in compliance with the customary servicing procedures of the Servicer, including but not limited to the procedures set forth in this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report; in addition, and if applicable, for purposes of the Issuer’s filing of a required annual report on Form 10-K in compliance with the Exchange Act, said firm of independent accountants will also prepare and deliver to the Trustees, the Seller and the Servicer, on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a modified Uniform Single Attestation Program for Mortgage Bankers in a form that will be acceptable to the Commission. 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.
Annual Accountants’ Report. Within 120 days after March 31 of each fiscal year for the Servicer (commencing with the year ended March 31, 2002), the Servicer shall deliver to the Owner Trustee and the Indenture Trustee a report prepared by the Independent Accountants of the Servicer concerning their review of the activities of the Servicer during the preceding 12-month period ended March 31 (or other applicable period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter 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. In the event such Independent Accountants require the Owner Trustee or Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee or Indenture Trustee in writing to so agree; it being understood and agreed that the Owner Trustee or Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Owner Trustee and Indenture Trustee need make no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.
Annual Accountants’ Report. The Servicer shall cause a firm of independent accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustee on or before June 30 of each year, beginning with the June 30 that is at least six months after the Closing Date, a report with respect to the preceding 12-month period ended March 31 (or, if applicable, such shorter period in the case of the first such report) to the effect that such accountants have examined certain records and documents relating to the servicing of the Receivables under the Agreement (using procedures specified in such report, which procedures shall be substantially in compliance with generally accepted auditing standards) and that nothing has come to their attention indicating that such servicing has not been conducted in compliance with the customary servicing procedures of the Servicer, including but not limited to the procedures set forth in the Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report. 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.
Annual Accountants’ Report. (a) The Servicer shall cause a firm of independent accountants, who may also render other services to the Servicer or NFRRC, to deliver to the Issuer, the Swap Counterparty, each Trustee, the Rating Agencies and the Agent, (i) on or before February 15 of each year, beginning with February 15, 2010, with respect to the Servicer’s immediately preceding fiscal year (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the last day of the Servicer’s current fiscal year), a copy of the report (the “Accountants’ Report”) addressed to the board of directors of the Servicer, the Issuer, and to each Trustee to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit was made in accordance with generally accepted auditing standards and (ii) on or before March 1 of each year, beginning with March 1, 2010, with respect to the Servicer’s immediately preceding fiscal year (or, with respect to the first such date, such period as shall have elapsed from the Closing Date to the last day of the Servicer’s immediately preceding fiscal year), a copy of the agreed upon procedures letter relating to the receivables serviced by NFC for others, which letter may also relate to the Receivables, in accordance with the requirements of the Minimum Servicing Standards set forth in Exhibit A hereto.
(b) The same firm of independent accountants shall have certified to NFRRC that the firm is independent of NFRRC and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
(c) A copy of the Accountant’s Report may be obtained by any Noteholder or Certificateholder by a request in writing to the Indenture Trustee or the Issuer, addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, respectively.
Annual Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or to the Depositor or their respective Affiliates) to deliver to the Depositor and the Trustees within 90 days after each year end, beginning with the first year end that is at least four months after the Closing Date, a report with respect to the preceding 12-month period ended December 31 (or, if applicable, such shorter period in the case of the first such report) to the effect that such accountants have examined, on a test basis, evidence of the Servicer's compliance with the covenants and conditions set forth in this Agreement. The report will express an opinion on the Servicer's assertion that the Servicer complied in all material respects with the aforementioned covenants and conditions is fairly stated, in all material respects or the reason why such an opinion cannot be expressed. Such report shall also indicate that the firm is independent with respect to the Depositor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Notwithstanding the foregoing, to the extent the Commission adopts a rule requiring the delivery of an annual attestation of a firm of independent public accountants with respect to the assessment of servicing compliance with specified servicing criteria by the Servicer stating, among other things, that the Servicer's assertion of compliance with the specified servicing criteria is fairly stated in all material respects, or the reason why such an opinion cannot be expressed, the delivery of a copy of such attestation to the Depositor and the Trustees shall be deemed to satisfy the provisions of this Section.
Annual Accountants’ Report. (a) The Servicer shall cause a firm of independent accountants, who may also render other services to the Servicer or NFRRC, to deliver to the Issuer, the Swap Counterparty, each Trustee and the Agent, on or before February 1 of each following year, beginning with February 1, 2008, with respect to the Servicer’s immediately preceding fiscal year, (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to the last day of the Servicer’s immediately preceding fiscal year), a copy of the report (the “Accountants’ Report”) addressed to the board of directors of the Servicer, the Issuer, and to each Trustee to the effect that such firm has audited the financial statements of the Servicer and issued its report thereon and that such audit (i) was made in accordance with generally accepted auditing standards and (ii) included tests relating to Receivables serviced for others in accordance with the requirements of the Minimum Servicing Standards set forth in Appendix A hereto.
(b) The Accountants’ Report shall also indicate that the firm is independent of NFRRC and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
(c) A copy of the Accountant’s Report may be obtained by any Noteholder or Certificateholder by a request in writing to the Indenture Trustee or the Issuer, addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, respectively.
Annual Accountants’ Report. On or before [____________] and on or before each [________] thereafter, the Servicer shall deliver to the Issuer and the Trustee with a copy to each Rating Agency a report, prepared by a firm of Independent Accountants of recognized national standing selected by the Servicer, to the effect that (i) they have examined certain documents and records relating to the Mortgage Loans, in accordance with the requirements of the Uniform Single Audit Program and (ii) their examinations disclosed no exceptions which, in their opinion, were material, relating to such Mortgage Loans, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material. If any of the Mortgage Loans are being serviced by a Person other than the Servicer, as permitted by Section 2.06 hereof, the firm of Independent Accountants preparing the report with respect to the servicing of such Mortgage Loans by the Servicer may rely, as to matters relating to the servicing of such Mortgage Loans, upon a comparable report (rendered with respect to the most recent fiscal year of such other Person which ended at or prior to the end of the Servicer's fiscal year) of another firm of Independent Accountants with respect to such other Person's servicing of such Mortgage Loans.
Annual Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer, the Seller or their Affiliates) to deliver to the Owner Trustee and the Indenture Trustee on or before December 31 of each year beginning with the December 31 that is at least six months after the Closing Date, a report or letter with respect to the preceding 12-month period ended September 30 (or, if applicable, such longer period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter shall also indicate that the firm is independent with respect to the Issuer, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Annual Accountants’ Report. The Servicer shall cause a firm of independent accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustee on or before [ __________ ] of each year, beginning with beginning with [ __________ ], 200_, an Officer's Certificate of the Servicer, stating that (i) a review of the activities of the Servicer during the preceding 12-month period ended [ __________ ] (or other applicable period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter 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.
