Common use of Annual Accountants’ Report Clause in Contracts

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. 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. 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 account 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. (a) The Servicer shall cause a firm of independent accountants (accountants, who may also render other services to the Servicer or to the Seller) NFRRC, to deliver to the Trustees Issuer, each Trustee, the Collateral Agent and each Rating Agency, on or before June 30 February 1 of each year, beginning with the June 30 that is at least six months after the Closing DateFebruary 1, a report 2005 with respect to the Servicer’s immediately preceding 12-month period ended March 31 fiscal year, (or, if applicable, such shorter period in the case of 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 report (the “Accountants’ Report”) addressed to the board of directors of the Servicer, the Issuer, and to each Trustee to the effect that such accountants have examined certain records and documents relating to firm has audited the servicing financial statements of the Receivables under this Agreement Servicer and issued its report thereon and that such audit (using procedures specified i) was made in such report, which procedures shall be substantially in compliance accordance with generally accepted auditing standards and which procedure shall be specified standards, (ii) included tests relating to Receivables serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the “Program”), to the Trustees by extent the Servicer in writing; procedures in the event such firm of independent accountants requires any of the Trustees to agree Program are applicable 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 obligations set forth in this AgreementAgreement and the Titling Trust Servicing Agreement and (iii) except as described in the report, except disclosed no exceptions or errors in the records relating to the Receivables serviced for (i) such exceptions as others that, in the firm’s opinion, paragraph four of the Program requires such firm shall believe to be immaterial and report. (iib) 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 The Accountants’ Report shall also indicate that the firm is independent with respect to the Seller 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. (a) The Master Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Master Servicer or to the SellerDepositor or their respective Affiliates) to deliver to the Depositor and, if required or requested, to the Trustees on or before June 30 of and each yearRating Agency within 90 days after each year end, beginning with the June 30 first year end that is at least six four months after the Closing Date, a report with respect to the preceding 12-month period ended March December 31 (or, if applicable, such shorter period in the case of the first such report) or other report to the effect that such accountants have examined certain records and documents relating to the servicing examined, on a test basis, evidence 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 Master 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 ’s compliance with the customary servicing procedures of the Servicer, including but not limited to the procedures covenants and conditions 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 . The report will express an opinion on the Master Servicer’s assertion that the Master Servicer complied 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 all material respects with the Exchange Actaforementioned covenants and conditions is fairly stated, said firm of independent accountants will also prepare and deliver to in all material respects or 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 reason why such an opinion cannot be acceptable to the Commissionexpressed. Such report shall also indicate that the firm is independent Independent with respect to the Seller Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (b) Notwithstanding Section 3.12(a), to the extent that Regulation AB requires 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 Master Servicer, the delivery of a copy of such attestation to the Depositor and the Trustees shall be deemed to satisfy the provisions of this Section. Any such attestation shall 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, stating, among other things, that the Master 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.

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 '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. (a) The Servicer shall cause a firm of independent accountants (accountants, who may also render other services to the Servicer or to the Seller) NFRRC, to deliver to the Trustees Issuer, each Trustee, the Collateral Agent and each Rating Agency, on or before June 30 February 1 of each year, beginning with the June 30 that is at least six months after the Closing DateFebruary 1, a report 2006 with respect to the Servicer’s immediately preceding 12-month period ended March 31 fiscal year, (or, if applicable, such shorter period in the case of 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 report (the “Accountants’ Report”) addressed to the board of directors of the Servicer, the Issuer, and to each Trustee to the effect that such accountants have examined certain records and documents relating to firm has audited the servicing financial statements of the Receivables under this Agreement Servicer and issued its report thereon and that such audit (using procedures specified i) was made in such report, which procedures shall be substantially in compliance accordance with generally accepted auditing standards and which procedure shall be specified standards, (ii) included tests relating to Receivables serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the “Program”), to the Trustees by extent the Servicer in writing; procedures in the event such firm of independent accountants requires any of the Trustees to agree Program are applicable 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 obligations set forth in this AgreementAgreement and the Titling Trust Servicing Agreement and (iii) except as described in the report, except disclosed no exceptions or errors in the records relating to the Receivables serviced for (i) such exceptions as others that, in the firm’s opinion, paragraph four of the Program requires such firm shall believe to be immaterial and report. (iib) 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 The Accountants’ Report shall also indicate that the firm is independent with respect to the Seller 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 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. (a) The Servicer shall cause a firm of independent accountants (public accountants, who may also render other services to the Servicer or to the Seller) NFRRC, to deliver to the Trustees Issuer, each Trustee and the Rating Agencies, on or before June 30 March 1 of each year, beginning with the June 30 that is at least six months after the Closing DateMarch 1, a report 2011, with respect to the Servicer’s immediately preceding 12-month period ended March 31 fiscal year, (or, if applicable, such shorter period in the case of 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 accountants have examined certain records and documents relating to firm has audited the servicing financial statements of the Receivables under this Agreement Servicer and issued its report thereon and that such audit (using procedures specified i) was made in such report, which procedures shall be substantially in compliance accordance 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 firmstandards, 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 included tests relating to receivables (including certain of the Issuer’s filing of a required annual report on Form 10-K Receivables) serviced for others in compliance accordance with the Exchange Act, said firm requirements 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 (the “Program”), to the Commission. Such report extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement, and (iii) except as described in the report, disclosed no exceptions or errors in the records relating to receivables (including certain of the Receivables) serviced for others that, in the firm’s opinion, the Program requires such firm to report. (b) The same firm of independent public accountants shall also indicate have certified to NFRRC that the firm is independent with respect to the Seller 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.