Common use of Annual Independent Certified Public Accountants’ Report Clause in Contracts

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and each Rating Agency to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited certain documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunder, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and Trustee, each Rating Agency and the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited certain documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunder, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and Trustee, each Rating Agency and the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited certain documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunder, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 31, 2002 and on or before March 31 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 31, 2004 and on or before March 31 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 31, 2003 and on or before March 31 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and Trustee, each Rating Agency and the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited certain documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunder, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material.making

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 15, 2000 and on or before March 15 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 31, 2001 and on or before March 31 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 31, 2005 and on or before March 31 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and Trustee, each Rating Agency and the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited certain documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunder, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making 51 57 of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 15, 1998 and on or before March 15 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited the reports delivered by the Servicer pursuant to Section 3.9(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 15, 1999 and on or before March 15 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish (a) a report to the Indenture Trustee, the Owner Trustee and each Rating Agency to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited certain documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunder, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were materialmaterial and (b) a report to Moody's that such firm has examined the servicing operations of the Mxxxxx Xervicer for the previous fiscal year and that, on the basis of such examination, conducted substantially in compliance with USAP, as applicable to the servicing of automobile receivables, such firm confirms that the Master Servicer complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, the accounting firm may rely, as to matters relating to direct servicing of Contracts by Subservicers, upon comparable statements for examinations conducted substantially in compliance with USAP (rendered within one year of such statement) of independent public accountants with respect to such Subservicer. To enable the accounting firm to render the USAP report described in subparagraph (b), the Master Servicer shall, at a time prior to the release of the report as the accounting firm shall reasonably request, submit to the firm a management assertion letter and management representation letter substantially in the form respectively set forth on Exhibit C and Exhibit D hereto.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 15, 1999 and on or before March 15 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Issuer, the Co-Owner Trustee, the Owner Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii4(iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 15, 1999 and on or before March 15 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Owner Trustee, the Owner Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited the reports delivered by the Servicer pursuant to Section 4.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish (a) a report to the Indenture Trustee, the Owner Trustee and each Rating Agency to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited certain documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunder, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were materialmaterial and (b) a report to Xxxxx'x that such firm has examined the servicing operations of the Master Servicer for the previous fiscal year and that, on the basis of such examination, conducted substantially in compliance with USAP, as applicable to the servicing of automobile receivables, such firm confirms that the Master Servicer complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, the accounting firm may rely, as to matters relating to direct servicing of Contracts by Subservicers, upon comparable statements for examinations conducted substantially in compliance with USAP (rendered within one year of such statement) of independent public accountants with respect to such Subservicer. To enable the accounting firm to render the USAP report described in subparagraph (b), the Master Servicer shall, at a time prior to the release of the report as the accounting firm shall reasonably request, submit to the firm a management assertion letter and management representation letter substantially in the form respectively set forth on Exhibit C and Exhibit D hereto. Notwithstanding the foregoing, the delivery of an attestation as to the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act shall be deemed to satisfy the provisions of this Section.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 15, 1999 and on or before March 15 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited the reports delivered by the Servicer pursuant to Section 3.9(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end ________, 199_ and on or before _________ of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for 42 such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited the reports delivered by the Servicer pursuant to Section 3.9(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 15, 2000 and on or before March 15 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying -44- 49 the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 31, 1998 and on or before March 31 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Trustee, the Owner Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited the reports delivered by the Servicer pursuant to Section 3.9(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end March 15, 2001 and on or before March 15 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture TrusteeIssuer, the Owner Trust Agent, the Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.

Annual Independent Certified Public Accountants’ Report. On or before 90 days after the end April 30, ____ and on or before April 30 of the first fiscal year of the Master Servicer which ends more than three months after the Closing Date and each fiscal year thereafter, the Master Servicer at its expense shall cause a firm of nationally-nationally recognized independent certified public accountants (who may also render other services to the Master Servicer) to furnish a report to the Indenture Issuer, the Owner Trustee, the Owner Indenture Trustee and each Rating Agency the Insurer to the effect that (i) they have audited the balance sheet of the Master Servicer as of the last day of said fiscal year and the related statements of operations, retained earnings and cash flows for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also audited reviewed the reports delivered by the Servicer pursuant to Section 3.09(b) and certain other documents and the records relating to the servicing of the Contracts and the distributions on the Notes and the Certificates hereunderunder this Agreement, (iii) their audit and review as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances circumstances, and (iv) their audits and reviews described under clauses (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to the servicing of such Contracts in accordance with this Agreement and the making of distributions on the Notes and Certificates in accordance with this Agreement, or, if any such exceptions were disclosed thereby, setting forth such those exceptions which, in their opinion, were material.