Common use of Annual Independent Accountants’ Servicing Report Clause in Contracts

Annual Independent Accountants’ Servicing Report. Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b), 15 calendar days before each date on which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b)(or if such day is not a Business Day, the immediately preceding Business Day), if the Master Servicer has, during the course of any calendar year, directly serviced any of the Mortgage Loans, then the Master Servicer at its expense shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Trustee, the Trust Administrator, the Rating Agencies and the Depositor to the effect that, with respect to the most recently ended fiscal year, such firm has examined certain records and documents relating to the Master Servicer's performance of its servicing obligations under this Agreement and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer's activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, (ii) such other exceptions as are set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer, or by the Trust Administrator at the expense of the Master Servicer if the Master Servicer shall fail to provide such copies. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee and the Trust Administrator whether such exceptions have been cured or are susceptible of cure, and will take prompt action to do so.

Annual Independent Accountants’ Servicing Report. Not later than the earlier of (a) March 15 On or before April 30 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) year, beginning with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b)April 30, 15 calendar days before each date on which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b)(or if such day is not a Business Day2000, the immediately preceding Business Day)Servicer shall cause a firm of nationally recognized independent accountants (who may also render other services to the Servicer or the Seller) to furnish, if as provided in Section 13.05, a report to the Master Indenture Trustee, the Servicer, any Enhancement Provider and each Rating Agency to the effect provided in the following sentence and a Servicing Officer shall deliver to such firm, in advance of the date by which such firm is to deliver its report (as may be reasonably requested by such firm) a certificate that the Servicer has, during the course calendar year preceding the date of any calendar yearsuch firm's report, directly serviced any complied in all material respects with the terms and conditions set forth in Article III and IV hereof and Section 2.20 and Article 5 of the Mortgage LoansBase Indenture in each case as supplemented by each Series Supplement, then subclause (c) of Section 2.01 hereof and subclause (ii)(A) of subsection 2.06(d) hereof (the Master Servicer at its expense "Servicer's Compliance Certificate"). Such report shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Trustee, the Trust Administrator, the Rating Agencies and the Depositor to the effect that, with respect to the most recently ended fiscal year, provide that such firm has examined the Servicer's Compliance Certificate for the related calendar year, including a review of certain documents and records and documents relating to the Master Servicer's performance servicing of its servicing obligations Receivables under this Agreement Agreement, the Base Indenture and pooling each Series Supplement, and servicing compared the information contained in the Monthly Servicer Reports forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such firm's report (which shall be the period from and trust agreements in material respects similar including January 1 of the preceding calendar year to this Agreement and to each other including December 31 of the preceding calendar year, or, for the initial period, from and including the Initial Closing Date until December 31, 2000) with such documents and records and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankersexamination, such firm is of the opinion that the Master Servicer's activities have Compliance Certificate has been conducted fairly stated in compliance with this Agreementall material respects, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes shall believe to be immaterial, (ii) immaterial and such other exceptions as are shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac requires it to report. Copies Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such statements shall report may be provided obtained by any Noteholder by a request in writing to any Certificateholder upon request by the Master Servicer, or by Indenture Trustee addressed to the Corporate Trust Administrator at the expense of the Master Servicer if the Master Servicer shall fail to provide such copies. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee and the Trust Administrator whether such exceptions have been cured or are susceptible of cure, and will take prompt action to do soOffice.

Annual Independent Accountants’ Servicing Report. Not later than the earlier of (a) On or before March 15 31 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b), 15 calendar days before each date on which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b)(or if such day is not a Business Day, the immediately preceding Business Day), if the Master Servicer has, during the course of any calendar year, directly serviced any of the Mortgage Loansbeginning with March 31, then the Master 1998, Servicer at its expense shall cause a firm of nationally recognized firm of independent certified public accountants (who may also render other services to furnish Servicer or Transferor) to furnish, as provided in Section 13.5, a statement report to the Trustee, the Trust Administratorany Credit Enhancement Provider and each Rating Agency, the Rating Agencies and the Depositor to the effect that, that such firm has applied certain agreed upon procedures with respect to the most recently ended fiscal year, Servicer and such firm has examined certain documents and records and documents relating to the Master Servicer's performance servicing of its servicing obligations Accounts under this Agreement and pooling and servicing and trust agreements each Supplement, compared the information contained in material respects similar Servicer's certificates delivered pursuant to this Agreement during the period covered by such report with such documents and to each other records, and that, on the basis of such examination agreed upon procedures, such firm is of the opinion (assuming the accuracy of any reports generated by Servicer's third party agents) that such servicing was conducted substantially in compliance with this Agreement during the audit program for mortgages serviced for Xxxxxxx Mac period covered by such report (which shall be the prior calendar year, or the Uniform Single Attestation Program portion thereof falling after the Initial Closing Date), except for Mortgage Bankerssuch exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of Servicer and such other exceptions, errors or irregularities as shall be set forth in such report. Unless otherwise provided with respect to any Series in the related Supplement, a copy of such report may be obtained by any Investor Holder by a request in writing to Trustee addressed to the Corporate Trust Office. (b) On or before March 31 of each calendar year, beginning with March 31, 1998, Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to Servicer or Transferor) to furnish, as provided in Section 13.5, a report, prepared using generally accepted auditing standards, to Trustee and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by Servicer pursuant to subsection 3.4(b) during the period covered by such report (which shall be the prior calendar year, or the portion thereof falling after the Initial Closing Date), with Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such firm is of the opinion that the Master Servicer's activities have been conducted such amounts are in compliance with this Agreementagreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm it believes to be immaterial, (ii) immaterial to the financial statements of Servicer and such other exceptions as are shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac requires it to report. Copies A copy of such statements shall report may be provided obtained by any Investor Holder by a request in writing to any Certificateholder upon request by Trustee addressed to the Master Servicer, or by the Corporate Trust Administrator at the expense of the Master Servicer if the Master Servicer shall fail to provide such copiesOffice. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee and the Trust Administrator whether such exceptions have been cured or are susceptible of cure, and will take prompt action to do so.SECTION 3.7

Annual Independent Accountants’ Servicing Report. Not later than the earlier of (a) March 15 On or before April 30 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) year, beginning with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b)April 30, 15 calendar days before each date on which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b)(or if such day is not a Business Day1996, the immediately preceding Business Day)Servicer has caused or shall cause, if as the Master case may be, a firm of nationally recognized independent accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.05, a report to the Trustee, the Servicer, any Credit Enhancement Provider and each Rating Agency to the effect provided in the following sentence and a Servicing Officer shall deliver to such firm, in advance of the date by which such firm is to deliver its report (as may be reasonably requested by such firm) a certificate that the Servicer has, during the course calendar year preceding the date of any calendar yearsuch firm's report, directly serviced any complied in all material respects with the terms and conditions set forth in Article III and Article IV, in each case as supplemented by each Supplement, subclause (i) of the Mortgage Loans, then third paragraph of Section 2.01 hereof and subclause (ii)(A) of subsection 2.06(d) hereof (the Master Servicer at its expense "Servicer's Compliance Certificate"). Such report shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Trustee, the Trust Administrator, the Rating Agencies and the Depositor to the effect that, with respect to the most recently ended fiscal year, provide that such firm has examined the Servicer's Compliance Certificate for the related calendar year, including a review of certain documents and records and documents relating to the Master Servicer's performance servicing of its servicing obligations Receivables under this Agreement and pooling each Supplement, and servicing compared the information contained in the Monthly Servicer Reports forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such firm's report (which shall be the period from and trust agreements in material respects similar including January 1 of the preceding calendar year to this Agreement and to each other including December 31 of the preceding calendar year, or, for the initial period, from the Initial Closing Date until December 31, 1995) with such documents and records and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankersexamination, such firm is of the opinion that the Master Servicer's activities have Compliance Certificate has been conducted fairly stated in compliance with this Agreementall material respects, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes shall believe to be immaterial, (ii) immaterial and such other exceptions as are shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac requires it to report. Copies Unless otherwise provided with respect to any Series in the related Supplement, a copy of such statements shall report may be provided obtained by any Investor Certificateholder by a request in writing to any Certificateholder upon request by the Master Servicer, or by the Trust Administrator at the expense of the Master Servicer if the Master Servicer shall fail to provide such copies. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee and addressed to the Corporate Trust Administrator whether such exceptions have been cured or are susceptible of cure, and will take prompt action to do soOffice.

Annual Independent Accountants’ Servicing Report. Not later than the earlier of (a) March 15 Within four months after the end of each calendar fiscal year (other than of the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b), 15 calendar days before each date on which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b)(or if such day is not a Business DayServicer, the immediately preceding Business Day), if the Master Servicer has, during the course of any calendar year, directly serviced any of the Mortgage Loans, then the Master Servicer at its expense shall cause a firm of nationally recognized firm of independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a statement report to the Trustee, the Trust Administrator, any Enhancement Provider and the Rating Agencies and the Depositor Agency, to the effect that, that such firm has examined the assertion of the Servicer that it has maintained effective internal control over the servicing of Accounts under this Agreement and has complied with the provisions of this Agreement with respect to the most recently ended fiscal yearservicing of Accounts, and that such firm has examined certain records and documents relating to completed such examination in accordance with standards established by the Master Servicer's performance American Institute of its servicing obligations under this Agreement and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other Certified Public Accountants and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankersexamination, such firm is of the opinion that (assuming the Master accuracy of any reports generated by the Servicer's activities have been conducted in compliance with this Agreement, or third party agents) that such examination has disclosed no assertion is fairly stated in all material items respects. A copy of noncompliance such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) Within four months after the end of each fiscal year of the Servicer, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report to the Servicer to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such report (which shall be each fiscal year of the Servicer or, with respect to the report to be delivered on or before April 30, 1998, the six-month period from July 1, 1997 through December 31, 1997) with the Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for (i) such exceptions as such firm believes they believe to be immaterial, (ii) immaterial and such other exceptions as are shall be set forth in such statement report." SECTION 2.1 Ratification of Master Pooling and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced Servicing Agreement. As amended by Xxxxxxx Mac requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer, or by the Trust Administrator at the expense of the Master Servicer if the Master Servicer shall fail to provide such copies. If such report discloses exceptions that are materialthis Amendment, the Master Servicer shall advise the Trustee Pooling and Servicing Agreement is in all respects ratified and confirmed, and the Trust Administrator whether such exceptions have been cured or are susceptible of cureMaster Pooling and Servicing Agreement, as so amended by this Amendment, shall be read, taken and will take prompt action to do so.construed as one and the same instrument. SECTION 3.1

Annual Independent Accountants’ Servicing Report. Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b), 15 calendar days before each date on which the Depositor's annual report on Form 10-K is required to be filed pursuant to Section 4.07(b)(or if such day is not a Business Day, the immediately preceding Business Day), if the Master The Servicer has, during the course of any calendar year, directly serviced any of the Mortgage Loans, then the Master Servicer at its expense shall cause a nationally recognized firm of independent certified public accountants to furnish a statement chartered accountants, who may also render other services to the TrusteeServicer or to the Seller, to deliver to the Trust AdministratorCustodian, the Rating Agencies Agencies, each Agent and each Enhancement Provider on or before April 30 of each year, beginning April 30, 1993, a report addressed to the Depositor Board of Directors of the Servicer and to the Custodian, to the effect that, with respect to the most recently ended fiscal year, that such firm has examined certain the financial statements of the Servicer and issued its report thereon and that such examination: (a) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and documents such other auditing procedures as such firm considered necessary in the circumstances, (b) included tests relating to the Master Servicer's performance of its servicing obligations under this Agreement wholesale receivables (including financing arrangements with Dealers to finance their automobile and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages light-duty truck inventory) serviced for Xxxxxxx Mac or others which procedures will be agreed upon by the Custodian, CCCL and the chartered accountants and will be based upon the requirements of the Uniform Single Attestation Audit Program for Mortgage Bankers, to the extent the procedures in such firm is of program are applicable to the opinion that the Master Servicer's activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, (ii) such other exceptions as are servicing obligations set forth in such statement this Agreement and (iiic) except as described in the report, disclosed no exceptions or errors in the records relating to wholesale receivables (including financing arrangements with Dealers to finance their automobile and light-duty truck inventory) serviced for others that, in the firm's opinion, and as agreed upon by the Custodian and CCCL, using paragraph four of such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac as a basis requires it such firm to report. Copies A copy of such statements shall report may be provided obtained by any Investor Master Custodial Certificateholder by a request in writing to any Certificateholder upon request by the Master Servicer, or by Custodian addressed to the Custodial Trust Administrator at the expense of the Master Servicer if the Master Servicer shall fail to provide such copies. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee and the Trust Administrator whether such exceptions have been cured or are susceptible of cure, and will take prompt action to do soOffice.