Common use of Annual Independent Accountants’ Report Clause in Contracts

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Master Servicer or its Affiliates, to deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2003, a report addressed to the Board of Directors of the Master Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation and that (i) 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; (ii) the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its AffiliatesServicer, to deliver to the Owner Indenture Trustee, the Indenture Trustee Backup Servicer, the Insurer and each Rating Agency, within 120 days after the end on or before June 30 of each fiscal year, commencing beginning on June 30, 1999, with respect to the fiscal year ending December 31, 2003ended the immediately preceding March 31 (or such other period as shall have elapsed from the Closing Date to the date of such certificate), a report statement (the "Accountants' Report") addressed to the Board of Directors of the Master Servicer, the Owner Trustee and to the Indenture Trustee, to the Indenture Trustee for the benefit of the Noteholders, to the Backup Servicer, to the Insurer and to each Rating Agency, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that such audit: (i) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; , (ii) included tests relating to auto loans serviced for others in accordance with the firm is independent requirements of the Depositor and Uniform Single Audit Program for Mortgage Bankers (the Master Servicer within "Program"), to the meaning of extent the Code of Professional Ethics of procedures in the American Institute of Certified Public Accountants; Program are applicable to the servicing obligations set forth in this Agreement, (iii) a review in accordance with generally accepted auditing standards was made included an examination of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default delinquency and loss statistics required relating to be specified therein and, the Servicer's portfolio of automobile and light-duty truck installment sales contracts (setting forth the statistics so reviewed); and (iv) except as disclosed described in the accountants' report, disclosed no exceptions or errors in the Master records relating to automobile and light-duty truck loans serviced for others that, in the firm's opinion, the Program requires such firm to report. The Accountants' Report shall further state that (i) certain agreed upon procedures were performed relating to three randomly selected Servicer's Certificates were found; and Certificates, (ivii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' such report, no errors or exceptions to were found in the Servicer's Certificates based on the performance of such compliance were found. In rendering its report such firm may relyagreed upon procedures, as to matters and (iii) the delinquency and loss information relating to the servicing of Receivables contained in the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect Servicer Certificates were found to those Subservicersbe accurate.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountants, which who may also render other services to the Master Servicer or its Affiliatesthe Seller, to deliver to the Owner TrusteeIssuer, and the Indenture Trustee and each Rating AgencyAgencies, within 120 days after the end on or before August 15 of each fiscal year, commencing beginning August 15, 2004 with respect to the fiscal year ending December 31twelve months ended on the immediately preceding June 30 (or, 2003with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Master Servicer, Servicer and to the Owner Indenture Trustee and the Indenture Owner Trustee, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that such audit (i) 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; standards, (ii) included tests relating to automotive loans serviced for others in accordance with the firm is independent requirements of the Depositor Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; Pooling and Servicing Agreement, and (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed described in the accountants' report, disclosed no exceptions or errors in the Master Servicerrecords relating to automobile and light truck loans serviced for others that, in the firm's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made opinion, paragraph four of the Master Servicer's compliance with its servicing obligations Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in this Agreement, including without limitation writing to so agree; it being understood and agreed that the obligations Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer set forth and the Owner Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in Section 4.02(b) hereofrespect of, andthe sufficiency, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year validity or correctness of such report) with respect to those Subservicersprocedures.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee Backup Servicer, the Note Insurer and each Rating Agency, within 120 days after the end on or before March 31 of each fiscal year, commencing with the fiscal year ending December beginning March 31, 20032008, a report dated as of December 31 of the previous year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period, addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, the Trustee, the Backup Servicer and to the Indenture TrusteeNote Insurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto 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 the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state that (A) a review in accordance with agreed upon procedures was made of two randomly selected Servicer Certificates; (B) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (C) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee, the Owner Trustee and/or the Backup Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee, the Owner Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Master Servicer shall shall, at its expense, cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee and each Rating AgencyTrust Collateral Agent, within 120 the Insurer, on or before March 30 (or 90 days after the end of each the Servicer's fiscal year, commencing with the fiscal year ending if other than December 31) of each year, 2003beginning on March 30, 1998, with respect to the twelve months ended 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), a report statement (the "Accountants' Report") addressed to the Board of Directors of the Master Servicer, to the Trustee, the Owner Trustee Trustee, the Trust Collateral Agent and to the Indenture TrusteeInsurer, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation and that (i) such audit (1) was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included an examination of documents and records relating to the firm is independent servicing of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the servicing agreements covered thereby, including this Agreement); (3) included an examination of the Depositor delinquency and loss statistics relating to the Master Servicer within Servicer's portfolio of automobile installment sales contracts; and (4) except as described in the meaning of statement, disclosed no exceptions or errors in the Code of Professional Ethics of records relating to automobile and light truck loans serviced for others that, in the American Institute of Certified Public firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants; ' Report shall further state that (iii1) a review in accordance with generally accepted auditing standards agreed upon procedures was made of the Master three randomly selected Servicer's Certificates relating to such fiscal year, including for the delinquency, default and loss statistics required to be specified therein and, Trust; (2) except as disclosed in the accountants' reportReport, no exceptions or errors in the Master Servicer's Certificates so examined were found; and (iv3) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters delinquency and loss information relating to the servicing of Receivables contained in the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect Servicer Certificates were found to those Subservicersbe accurate.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee Standby Servicer, the Note Insurer and each Rating Agency, within 120 days after the end on or before July 31 of each fiscal year, commencing with the fiscal year ending December beginning July 31, 20031999, a report dated as of March 31 of such year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cutoff Date to March 31, 1999), addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, the Trustee, the Standby Servicer and to the Indenture TrusteeNote Insurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee, the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee, the Owner Trustee nor the Standby Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee and each Rating AgencyTrust Collateral Agent, within the Insurer, on or before April 30 (or 120 days after the end of each the Master Servicer's fiscal year, commencing with the fiscal year ending if other than December 31) of each year, 2003beginning on April 30, 1998, with respect to the twelve months ended 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), a report statement (the "Accountants' Report") addressed to the Board of Directors of the Master Servicer, to the Trustee, the Owner Trustee Trustee, the Trust Collateral Agent and to the Indenture TrusteeInsurer, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation and that (i) such audit (1) was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included an examination of documents and records relating to the firm is independent servicing of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the servicing agreements covered thereby, including this Agreement); (3) included an examination of the Depositor delinquency and loss statistics relating to the Master Servicer within Servicer's portfolio of automobile installment sales contracts; and (4) except as described in the meaning of statement, disclosed no exceptions or errors in the Code of Professional Ethics of records relating to automobile and light truck loans serviced for others that, in the American Institute of Certified Public firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants; ' Report shall further state that (iii1) a review in accordance with generally accepted auditing standards agreed upon procedures was made of the three randomly selected Master Servicer's Certificates relating to such fiscal year, including for the delinquency, default and loss statistics required to be specified therein and, Trust; (2) except as disclosed in the accountants' reportReport, no exceptions or errors in the Master Servicer's Certificates so examined were found; and (iv3) a review the delinquency and loss information relating to the Receivables contained in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions Certificates were found to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicersbe accurate.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee Trustee, the Standby Servicer, the Credit Enhancer and each Rating Agency, within 120 days after the end on or before July 31 of each fiscal year, commencing with the fiscal year ending December beginning July 31, 2003[ ], a report dated as of March 31 of such year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cutoff Date to March 31, [ ]), addressed to the Board of Directors of the Master Servicer, to the Trustee, the Owner Trustee Trustee, the Trustee, the Standby Servicer and to the Indenture TrusteeCredit Enhancer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information, relating to the Receivables contained in the Servicer Certificates were found to be accurate. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its AffiliatesServicer, to deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, within 120 on or before March 31 (or 90 days after the end of each the Servicer's fiscal year, commencing with the fiscal year ending if other than December 31) of each year, 2003beginning on March 31, 1997, with respect to the twelve months ended 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), a report statement (the "Accountant's Report") addressed to the Board of Directors of the Master Servicer, to the Owner Trustee and to the Indenture Trustee, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that (i) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, including procedures as determined by the Independent Accountants related to (i) the documents and records concerning the servicing of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables under servicing agreements substantially similar one to another (such Accountant's Report to have attached thereto a schedule setting forth the servicing agreements covered thereby, including this Agreement); and (ii) the firm is independent delinquency and loss statistics relating to the Servicer's portfolio of equipment lease contracts, installment sale contracts, promissory notes, loan and security agreements and/or other similar types of receivables; and except as described in the Depositor and Accountant's Report, disclosed no exceptions or errors in the Master Servicer within records relating to the meaning of contracts serviced for others that, in the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with firm's opinion, generally accepted auditing standards requires such firm to report. The Accountant's Report shall further state that (1) a review of certain agreed upon procedures was made of the Master performed with respect to two randomly selected Servicer's Certificates relating to such fiscal yearduring the applicable period, including the delinquency, default and loss statistics required to be specified therein and, (2) except as disclosed in the accountants' reportReport, no exceptions or errors in the Master Servicer's Certificates so examined were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountantscause, which may also render other services to at its expense, the Master Servicer or its Affiliates, Independent Public Accountants to deliver to the Owner Indenture Trustee, the Indenture Trustee Agent, the Backup Servicer and each Rating Agencythe Noteholders, within 120 days after the end on or before April 15th of each year, with respect to such fiscal year, commencing with a statement (the fiscal year ending December 31, 2003, a report "Accountant's Report") addressed to the Board of Directors of the Master Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that such audit: (i) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii) included tests relating to the firm is independent servicing of automobile installment sales contracts serviced for others in accordance with the requirements of the Depositor and Uniform Single Attestation Program for Mortgage Bankers (the Master Servicer within "Program"), to the meaning of extent the Code of Professional Ethics of procedures in the American Institute of Certified Public AccountantsProgram are applicable to the servicing obligations set forth in this Agreement; (iii) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and (iv) except as described in the statement, disclosed no exceptions or errors in the records relating to automobile, van, sport utility vehicle and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that: (1) a review in accordance with generally accepted auditing standards agreed upon procedures was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, three randomly selected Monthly Servicer Reports; (2) except as disclosed in the accountantsAccountants' reportReport, no exceptions or errors in the Master Servicer's Certificates Monthly Servicer Reports so examined were found; and (iv3) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters delinquency and loss information relating to the servicing of Receivables contained in the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect Monthly Servicer Reports were found to those Subservicersbe accurate.

Annual Independent Accountants’ Report. (a) The Master Servicer shall shall, at its expense, cause [Name of Independent Accountants] or a firm of nationally recognized independent certified public accountantsaccountants (the "INDEPENDENT ACCOUNTANTS"), which who may also render other services to the Master Servicer or its AffiliatesServicer, to deliver to the Owner Trustee, the Indenture Trustee Backup Servicer, the Certificate Insurer, the Depositor, the Certificateholders and each Rating Agency, within 120 days for the first two calendar months after the end of Closing Date and if exceptions or errors that are required by generally accepted auditing standards to be reported exists, for each fiscal year, commencing with the fiscal year ending December 31, 2003month thereafter until reports for two such consecutive months indicate no exceptions or errors that are required by generally accepted auditing standards to be reported, a report statement (the "ACCOUNTANT'S REPORT") addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, to the Backup Servicer, to the Depositor and to the Indenture TrusteeCertificate Insurer, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that (i) such audit (1) was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included an examination of documents and records relating to the firm is independent servicing of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the Depositor delinquency and loss statistics relating to the Master Servicer within Servicer's portfolio of automobile installment sales contracts; and (4) except as described in the meaning of statement, disclosed no exceptions or errors in the Code of Professional Ethics of records relating to automobile and light truck loans serviced for others that, in the American Institute of Certified Public Accountants; (iii) a review in accordance with firm's opinion, generally accepted auditing standards was made of the Master Servicer's Certificates relating requires such firm to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, report. The Accountants' Report shall further state that (1) except as disclosed in the accountants' reportReport, no exceptions or errors in the Master Servicer's Certificates so examined were found; and (iv2) the delinquency and loss information relating to the Receivables contained in the Servicer's Certificates were found to be accurate. In addition, the Accountant's Report must also be submitted on or before [_______][_] of each year, beginning on [_______][_], 200[_] with respect to the twelve months ended the immediately preceding December 31. The Accountant's Report to be submitted on an annual basis shall also indicate that a review in accordance with generally accepted auditing standards agreed upon procedures was made of the Master three randomly selected Servicer's compliance with its servicing obligations in this Agreement, including without limitation Certificates for the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those SubservicersTrust.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Master Servicer or its Affiliates, to deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 20032000, a report addressed to the Board of Directors of the Master Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that (i) 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; (ii) the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards agreed-upon procedures was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards agreed-upon procedures was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee Standby Servicer, the Note Insurer and each Rating Agency, within 120 days after the end on or before July 31 of each fiscal year, commencing with the fiscal year ending December beginning July 31, 20031998, a report dated as of March 31 of such year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cutoff Date to March 31, 1998), addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, the Trustee, the Standby Servicer and to the Indenture TrusteeNote Insurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information, relating to the Receivables contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee nor the Standby Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. The Master Prior to March 31 of each calendar year, beginning with March 31, 201[ ], the Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Master Servicer or its Affiliates, to deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2003, accountants that is a report addressed to the Board of Directors member of the Master Servicer, the Owner Trustee American Institute of Certified Public Accountants and the Indenture Trustee, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation and that (i) 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; (ii) the firm is independent of the Depositor Seller, the Depositor, and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; , to furnish a report to the Owner Trustee, the Depositor, the Indenture Trustee and each Rating Agency to the effect that such firm has examined the documents or records of the Servicer relating to the Receivables and that such examination (iiii) a review was made in accordance with generally accepted auditing standards was made and (ii) included tests relating to motor vehicle retail installment sale contracts and installment loans serviced for others and that such firm is of the Master Servicer's Certificates relating opinion that the provisions of this Agreement have been complied with during the preceding calendar year (or, with respect to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' first report, no exceptions or errors in the Master Servicer's Certificates were found; period from the Closing Date to December 31 of such year), and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreementthat, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations such examination, nothing has come to their attention that would indicate that such servicing has not been conducted in compliance therewith during such calendar year or other period, except for (x) such exceptions as such firm shall believe to be immaterial and (y) such other exceptions as shall be set forth in such statement; provided, however, that the Servicer shall direct the Indenture Trustee in writing to enter into any agreed upon procedure letter that may be executed in connection with any accountant’s report issued hereunder and the Indenture Trustee shall have no liability in connection with any such accountant’s report or the content of any such agreed upon procedure letter; and provided, further, that, if CSC is at any time acting as Servicer, it may satisfy the obligations set forth in this Section 4.11, by delivering on an annual basis a report prepared with respect to it in accordance with the same standards (rendered SSAE 16, such report to be provided by CSC under this Section 4.11 within one year 30 days of its receipt of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee Backup Servicer, the Note Insurer and each Rating Agency, within 120 days after the end on or before March 31 of each fiscal year, commencing with the fiscal year ending December beginning March 31, 20032009, a report dated as of December 31 of the previous year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period, addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, the Trustee, the Backup Servicer and to the Indenture TrusteeNote Insurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto 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 the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state that (A) a review in accordance with agreed upon procedures was made of two randomly selected Servicer Certificates; (B) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (C) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee, the Owner Trustee and/or the Backup Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Backup Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee, the Owner Trustee nor the Backup Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee Standby Servicer, the Note Insurer and each Rating Agency, within 120 days after the end on or before March 31 of each fiscal year, commencing with the fiscal year ending December beginning March 31, 2003, a report dated as of December 31 of the previous year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period, addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, the Trustee, the Standby Servicer and to the Indenture TrusteeNote Insurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto 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 the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee, the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee, the Owner Trustee nor the Standby Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Master Servicer shall shall, at its expense, cause [Name of Independant Accountants] or a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its AffiliatesServicer, to deliver to the Owner Trustee, the Indenture Trustee Backup Servicer, the Certificate Insurer, the Depositor, the Certificateholders and each Rating Agency, within 120 days for the first two calendar months after the end of Closing Date and if exceptions or errors that are required by generally accepted auditing standards to be reported exists, for each fiscal year, commencing with the fiscal year ending December 31, 2003month thereafter until reports for two such consecutive months indicate no exceptions or errors that are required by generally accepted auditing standards to be reported, a report statement (the "Accountant's Report") addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, to the Backup Servicer, to the Depositor and to the Indenture TrusteeCertificate Insurer, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that (i) such audit (1) was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included an examination of documents and records relating to the firm is independent servicing of automobile installment sales contracts under pooling and servicing agreements substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement); (3) included an examination of the Depositor delinquency and loss statistics relating to the Master Servicer within Servicer's portfolio of automobile installment sales contracts; and (4) except as described in the meaning of statement, disclosed no exceptions or errors in the Code of Professional Ethics of records relating to automobile and light truck loans serviced for others that, in the American Institute of Certified Public Accountants; (iii) a review in accordance with firm's opinion, generally accepted auditing standards was made of the Master Servicer's Certificates relating requires such firm to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, report. The Accountants' Report shall further state that (1) except as disclosed in the accountants' reportReport, no exceptions or errors in the Master Servicer's Certificates so examined were found; and (iv2) the delinquency and loss information relating to the Receivables contained in the Servicer's Certificates were found to be accurate. In addition, the Accountant's Report must also be submitted on or before [_______][_] of each year, beginning on [_______][_], 200[_] with respect to the twelve months ended the immediately preceding December 31. The Accountant's Report to be submitted on an annual basis shall also indicate that a review in accordance with generally accepted auditing standards agreed upon procedures was made of the Master three randomly selected Servicer's compliance with its servicing obligations in this Agreement, including without limitation Certificates for the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those SubservicersTrust.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountantscause, which may also render other services to at its expense, the Master Servicer or its Affiliates, Independent Public Accountants to deliver to the Owner Indenture Trustee, the Indenture Trustee Agent, and each Rating Agencythe Backup Servicer, within 120 days after the end on or before April 30th of each year, with respect to such fiscal year, commencing with a statement (the fiscal year ending December 31, 2003, a report “Accountant’s Report”) addressed to the Board of Directors of the Master Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that such audit: (i) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii) included tests relating to the firm is independent servicing of automobile installment sales contracts serviced for others in accordance with the requirements of the Depositor and Uniform Single Attestation Program for Mortgage Bankers (the Master Servicer within “Program”), to the meaning of extent the Code of Professional Ethics of procedures in the American Institute of Certified Public AccountantsProgram are applicable to the servicing obligations set forth in this Agreement; (iii) included an examination of the delinquency and loss statistics relating to the Servicer’s portfolio of automobile installment sales contracts; and (iv) except as described in the statement, disclosed no exceptions or errors in the records relating to automobile, van, sport utility vehicle and light truck loans serviced for others that, in the firm’s opinion, generally accepted auditing standards requires such firm to report. The Accountants’ Report shall further state that: (1) a review in accordance with generally accepted auditing standards agreed upon procedures was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, three randomly selected Monthly Servicer Reports; (2) except as disclosed in the accountants' reportAccountants’ Report, no exceptions or errors in the Master Servicer's Certificates Monthly Servicer Reports so examined were found; and (iv3) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters delinquency and loss information relating to the servicing of Receivables contained in the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect Monthly Servicer Reports were found to those Subservicersbe accurate.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountants, which who may also render other services to the Master Servicer or its Affiliatesthe Seller, to deliver to the Owner TrusteeIssuer, and the Indenture Trustee and each Rating AgencyAgencies, within 120 days after the end on or before August 15 of each fiscal year, commencing beginning August 15, 2002 with respect to the fiscal year ending December 31twelve months ended on the immediately preceding June 30 (or, 2003with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Master Servicer, Servicer and to the Owner Indenture Trustee and the Indenture Owner Trustee, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that such audit (i) 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; standards, (ii) included tests relating to automotive loans serviced for others in accordance with the firm is independent requirements of the Depositor Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; Pooling and Servicing Agreement, and (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed described in the accountants' report, disclosed no exceptions or errors in the Master Servicerrecords relating to automobile and light truck loans serviced for others that, in the firm's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made opinion, paragraph four of the Master Servicer's compliance with its servicing obligations Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in this Agreement, including without limitation writing to so agree; it being understood and agreed that the obligations Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer set forth and the Owner Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in Section 4.02(b) hereofrespect of, andthe sufficiency, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year validity or correctness of such report) with respect to those Subservicersprocedures.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee Standby Servicer, the Note Insurer and each Rating Agency, within 120 days after the end on or before [ ] of each fiscal year, commencing with the fiscal year ending December 31, 2003beginning [ ], a report dated as of [ ] of such year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cutoff Date to [ ]), addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, the Trustee, the Standby Servicer and to the Indenture TrusteeNote Insurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee, the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee, the Owner Trustee nor the Standby Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. The Master Servicer shall will cause a firm of independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or to its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, the Indenture Trustee Backup Servicer, the Insurer and each Rating Agency, within on or before April 30 (or 120 days after the end of each the Servicer's fiscal year, commencing with the fiscal year ending if other than December 31) of each year, 2003beginning on April 30, 2005 with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as has elapsed from the Closing Date to the date of such certificate), a report addressed to the Board board of Directors directors of the Master Servicer, to the Indenture Trustee, the Owner Trustee Trustee, the Backup Servicer and to the Indenture TrusteeInsurer, to the effect that such firm has audited the books and records financial statements of the Master Servicer Triad and issued its report on the financial statements of Regions Financial Corporation thereon and that (i) such audit (1) was made in accordance with generally accepted auditing standards and accordingly standards, (2) included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii) the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review relating to automotive loans serviced for others in accordance with generally accepted auditing standards was made the requirements of the Master Servicer's Certificates relating Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in such fiscal yearProgram are applicable to the servicing obligations set forth in the Agreement, including the delinquency, default and loss statistics required to be specified therein and, (3) except as disclosed described in the accountants' report, disclosed no exceptions or errors in the Master Servicer's Certificates were found; records relating to automobile and (iv) light duty truck loans serviced for others that such firm is required to report under the Program. Except to the extent otherwise required by applicable law, the Servicer is not required to deliver the report hereunder if Triad is reported solely as a review in accordance with generally accepted auditing standards was made consolidated subsidiary and there are no separate audits of the Master Servicer's compliance with its servicing obligations books and records of Triad; provided, however, the Servicer is required to notify the Indenture Trustee in this Agreement, including without limitation the obligations writing that there are no separate audits of the Master books and records of Triad and that therefore the Servicer set forth in will not be delivering the report. Notwithstanding this Section 4.02(b) hereof4.11, andif the Backup Servicer is then acting as the successor Servicer, except as disclosed in the accountants' report, no exceptions it shall only be required to such compliance were found. In rendering provide a copy of its annual SAS 70 report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicersand its audited financial statements.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountantscause, which may also render other services to at its expense, the Master Servicer or its Affiliates, Independent Public Accountants to deliver to the Owner Indenture Trustee, the Indenture Trustee Agent, and each Rating Agencythe Backup Servicer, within 120 days after the end on or before April 30th of each year, with respect to such fiscal year, commencing with a statement (the fiscal year ending December 31, 2003, a report "Accountant's Report") addressed to the Board of Directors of the Master Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that such audit: (i) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii) included tests relating to the firm is independent servicing of automobile installment sales contracts serviced for others in accordance with the requirements of the Depositor and Uniform Single Attestation Program for Mortgage Bankers (the Master Servicer within "Program"), to the meaning of extent the Code of Professional Ethics of procedures in the American Institute of Certified Public AccountantsProgram are applicable to the servicing obligations set forth in this Agreement; (iii) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile installment sales contracts; and (iv) except as described in the statement, disclosed no exceptions or errors in the records relating to automobile, van, sport utility vehicle and light truck loans serviced for others that, in the firm's opinion, generally accepted auditing standards requires such firm to report. The Accountants' Report shall further state that: (1) a review in accordance with generally accepted auditing standards agreed upon procedures was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, three randomly selected Monthly Servicer Reports; (2) except as disclosed in the accountantsAccountants' reportReport, no exceptions or errors in the Master Servicer's Certificates Monthly Servicer Reports so examined were found; and (iv3) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters delinquency and loss information relating to the servicing of Receivables contained in the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect Monthly Servicer Reports were found to those Subservicersbe accurate.

Annual Independent Accountants’ Report. The Master Unless SST or the Standby Servicer is the Servicer, the Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Purchaser, to deliver to the Owner Trustee, the Indenture Trustee Standby Servicer, the Insurer, the Initial Note Purchaser and each Rating Agency, within 120 days after the end on or before July 31 of each fiscal year, commencing with the fiscal year ending December beginning July 31, 20032004, a report dated as of December 31 of the preceding year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period, addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, the Standby Servicer and to the Indenture TrusteeInsurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sale contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck installment sale contracts serviced for others that, in the firm's opinion, the Program requires such firm to report. The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee nor the Standby Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. The Master Unless Loan Servicing Enterprise is the Servicer, the Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Seller, to deliver to the Trustee, the Owner Trustee, the Indenture Trustee Standby Servicer, the Note Insurer and each Rating Agency, within 120 days after the end on or before July 31 of each fiscal year, commencing with the fiscal year ending December beginning July 31, 20031999, a report dated as of March 31 of such year (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cutoff Date to March 31, 1999), addressed to the Board of Directors of the Master Servicer, to the Owner Trustee Trustee, the Trustee, the Standby Servicer and to the Indenture TrusteeNote Insurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile and light truck installment sales contracts; and (4) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Program requires such firm to report. The accountant's report shall further state that (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Trustee, the Owner Trustee and/or the Standby Servicer to agree to the procedures performed by such firm, the Servicer shall direct the Trustee, the Owner Trustee and/or the Standby Servicer, as applicable, in writing to so agree; it being understood and agreed that the Trustee, the Owner Trustee and/or the Standby Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trustee, the Owner Trustee nor the Standby Servicer makes any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Report will also indicate that the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Master Servicer or its Affiliates, to deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 20032002, a report addressed to the Board of Directors of the Master Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such firm has audited the books and records of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation and that (i) 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; (ii) the firm is independent of the Depositor and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers.

Annual Independent Accountants’ Report. (a) The Master Servicer shall cause a firm of independent certified public accountants, which who may also render other services to the Master Servicer or its Affiliatesthe Seller, to deliver to the Owner TrusteeIssuer, and the Indenture Trustee and each Rating AgencyAgencies, within 120 days after the end on or before August 15 of each fiscal year, commencing beginning August 15, 2003 with respect to the fiscal year ending December 31twelve months ended on the immediately preceding June 30 (or, 2003with respect to the first such report, such period as shall have elapsed from the Closing Date to the date of such certificate), a report (the "Accountants' Report") addressed and delivered to the Board of Directors of the Master Servicer, Servicer and to the Owner Indenture Trustee and the Indenture Owner Trustee, to the effect that such firm has audited the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation thereon and that such audit (i) 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; standards, (ii) included tests relating to automotive loans serviced for others in accordance with the firm is independent requirements of the Depositor Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement and the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; Pooling and Servicing Agreement, and (iii) a review in accordance with generally accepted auditing standards was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, except as disclosed described in the accountants' report, disclosed no exceptions or errors in the Master Servicerrecords relating to automobile and light truck loans serviced for others that, in the firm's Certificates were found; and (iv) a review in accordance with generally accepted auditing standards was made opinion, paragraph four of the Master Servicer's compliance with its servicing obligations Program requires such firm to report. In the event that such firm requires the Owner Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Owner Trustee in this Agreement, including without limitation writing to so agree; it being understood and agreed that the obligations Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer set forth and the Owner Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in Section 4.02(b) hereofrespect of, andthe sufficiency, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters relating to the servicing of the Receivables by any Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year validity or correctness of such report) with respect to those Subservicersprocedures.

Annual Independent Accountants’ Report. The Master Servicer shall cause a firm of nationally recognized independent certified public accountantsaccountants reasonably acceptable to the Insurer (provided that an Insurer Default has not occurred and is continuing) (the "Independent Accountants"), which who may also render other services to the Master Servicer or its Affiliatesto the Originator, to deliver to the Owner Indenture Trustee, the Indenture Trustee Insurer and each Rating Agency, within 120 days after the end on or before March 31 of each fiscal yearyear beginning March 31, commencing with 2001, a report dated as of December 31 of the fiscal preceding year ending (the "Accountants' Report") and reviewing the Servicer's activities during the preceding 12-month period (or, in the case of the first such report, the period from the Cut-off Date to December 31, 20032000), a report addressed to the Board of Directors of the Master Servicer, the Owner Indenture Trustee and to the Indenture TrusteeInsurer, to the effect that such firm has audited examined the books and records financial statements of the Master Servicer and issued its report on the financial statements of Regions Financial Corporation therefor and that such examination (i1) such audit was made in accordance with generally accepted auditing standards standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (ii2) included tests relating to auto loans serviced for others in accordance with the firm is independent requirements of the Depositor Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; and (3) except as described in the Master Servicer within report, disclosed no exceptions or errors in the meaning records relating to automobile and light truck loans serviced for others that, in the firm's opinion, paragraph four of the Code of Professional Ethics of the American Institute of Certified Public Accountants; Program requires such firm to report. The accountant's report shall further state that (iii1) a review in accordance with generally accepted auditing standards agreed upon procedures was made of the Master Servicer's Certificates relating to such fiscal year, including the delinquency, default and loss statistics required to be specified therein and, three randomly selected Servicer Certificates; (2) except as disclosed in the accountants' report, no exceptions or errors in the Master Servicer's Servicer Certificates were found; and (iv3) a review in accordance with generally accepted auditing standards was made of the Master Servicer's compliance with its servicing obligations in this Agreement, including without limitation the obligations of the Master Servicer set forth in Section 4.02(b) hereof, and, except as disclosed in the accountants' report, no exceptions to such compliance were found. In rendering its report such firm may rely, as to matters delinquency and loss information relating to the servicing Auto Loans and the stated amount of Charged-off Auto Loans, if any, contained in the Servicer Certificates were found to be accurate. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Receivables by any SubservicersServicer, upon comparable reports of firms of and the Indenture Trustee makes no independent certified public accountants rendered on inquiry or investigation as to, and shall have no obligation or liability in respect of, the basis of examinations conducted in accordance with the same standards (rendered within one year sufficiency, validity or correctness of such report) with respect to those Subservicersprocedures.