Common use of Annual Independent Public Accountants’ Reports Clause in Contracts

Annual Independent Public Accountants’ Reports. (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board of directors of the Servicer, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above to any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenture.

Annual Independent Public Accountants’ Reports. The Initial Servicer will cause an Independent Public Accountant (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or Servicer) to its Affiliatesfurnish to the Indenture Trustee, to deliver to the Noteholders and the Rating Agencies, no later than May 31 of each year, commencing May 31, 2004, a report relating to the Swap Counterpartyprevious calendar year to the effect that (a) such firm has read the Indenture and this Agreement, (b) has examined, in accordance with the uniform Single Attestation Program for Mortgage Bankers ("USAP") and with certain procedures specified in such certificate or opinion, the Issuerrecords and calculations set forth in the Monthly Statements delivered by the Initial Servicer during the reporting period and certain specified documents and records relating to the servicing of the Contracts and the reporting requirements with respect thereto and (c) on the basis of such examination, certifies that the Initial 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, and the servicing reporting requirements have been conducted in compliance with the Indenture and this Agreement. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall request the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement upon written direction of the Majority Holders, and the Indenture Trustee shall not make 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. Delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only, and the Indenture Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Servicer's compliance with any of its covenants hereunder. In the event the Back-up Servicer is then acting as Servicer, in lieu of the above, the Back-up Servicer, no later than May 31 of each year, commencing May 31, 2004, at its expense, shall cause an Independent Public Accountant to furnish a statement (an "ACCOUNTANT'S STATEMENT") to the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board of directors of the Servicer, Noteholders to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) and that: (ai) such Independent Public Accountant has obtained a letter of representation regarding certain matters from the management of the Back-up Servicer, which includes an assertion that the Back-up Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination was made conducted by such Independent Public Accountant in accordance with attestation standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) representation is fairly stated in all material respects. The certification required by this paragraph , subject to such exceptions and other qualifications that may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to appropriate. In rendering its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as report such firm of independent certified public accountants may requirerely, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer matters relating to the Trust Estate (which records shall be described in one or more schedules to such statement)direct servicing of commercial and multifamily mortgage loans by sub-servicers, (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records upon comparable reports of other relevant source documents for such period, and (iii) Independent Public Accountants rendered on the basis of the procedures performed, whether the information examined and contained examinations conducted in such Servicer’s Certificates delivered for the relevant period reconciles and agrees accordance with the information contained in same standards (rendered within one year of such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe report) with respect to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above those sub-servicers. With respect to any Person who does not comply with or agree to electronic version of an Accountant's Statement prepared by the required procedures of reporting person, the reporting person shall receive written confirmation from the related accountants that such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities electronic version is a conformed copy of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indentureoriginal Accountant's Statement.

Annual Independent Public Accountants’ Reports. (a) The Servicer shall cause will deliver to the Administrative Agent, on or before April 30th of each year beginning in the year 2013, a copy of a report prepared by a firm of independent certified public accountants, who may also render other services to the Servicer or to any of its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board Board of directors Directors of the ServicerServicer or any of its Affiliates, and the Administrative Agent and dated during the current year, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements policies and performing such other procedures as and issued its report thereon and expressing a summary of findings (based on certain procedures performed on the documents, records and accounting records that such accountants considered necessary appropriate under the circumstances) relating to the servicing of the Pledged Contracts and the administration of the Pledged Contracts (including the preparation of the Monthly Reports) during the preceding calendar year (or such longer period in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review case of the Servicer’s procedures first sale report) and operations that such servicing and administration was conducted in form and substance reasonably satisfactory to compliance with the Note Insurerterms of this Agreement, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that except for (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. report and that such examination (c1) The Servicerwas performed in accordance with standards established by the American Institute of Certified Public Accountants, howeverand (2) included tests relating to auto loans serviced for others in accordance with the requirements of any program under which the Servicer customarily provides such reporting to other warehouse lenders similarly situated, shall not be obligated to deliver any report described which may include Uniform Single Attestation Program for Mortgage Bankers, SAS 70 reports or comparable reports, in clauses (a) or (b) above to any Person who does not comply with or agree each case, to the required extent the procedures in such program are applicable to the servicing obligations set forth in this Agreement. Notwithstanding the foregoing, to the extent that in connection with public offerings, Regulation AB under the Securities Act requires the delivery of such an annual attestation of a firm of independent certified public accountants, including but not limited accountants with respect to execution the assessment of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities servicing compliance with specified servicing criteria of the Indenture Trustee incurred in connection Servicer stating, among other things, that the Servicer’s assertion of compliance with the execution specified servicing criteria is fairly stated in all material respects, or the reason why such an opinion cannot be expressed, the delivery of any documents required by a copy of such an attestation to the firm Administrative Agent shall be deemed to satisfy the provisions of this Section. In the event such independent certified public accountants shall require the Collateral Custodian or the Backup Servicer to agree to the procedures to be covered performed by the indemnity provisions contained such firm in Section 6.7 any of the Indenturereports required to be prepared pursuant to this Section, the Servicer shall direct the Collateral Custodian or the Backup Servicer in writing to so agree; it being understood and agreed that the Collateral Custodian or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Collateral Custodian or the Backup Servicer has not made 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. Such report shall also indicate that the firm is “Independent” of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Public Accountants’ Reports. (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 20062005, a report addressed to the board of directors of the Servicer, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) 3.9 and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) 3.9 is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 2005 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above to any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports. The ; provided that in the case of the Indenture Trustee, the Servicer hereby acknowledges that the Indenture Trustee has not made an independent determination of the sufficiency of any procedures contained in such engagement letters and the Servicer further acknowledges that any costs, expenses or liabilities of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenture.

Annual Independent Public Accountants’ Reports. (a) The Servicer shall cause will deliver to the Administrative Agent, on or before March 31st of each year beginning in 2014, a copy of a report prepared by a firm of independent certified public accountants, who may also render other services to the Servicer or to any of its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board Board of directors Directors of the ServicerServicer or any of its Affiliates, and the Administrative Agent and dated during the current year, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements policies and performing such other procedures as and issued its report thereon and expressing a summary of findings (based on certain procedures performed on the documents, records and accounting records that such accountants considered necessary appropriate under the circumstances) relating to the servicing of the Receivables and the administration of the Receivables (including the preparation of the Monthly Reports) during the preceding calendar year (or such longer period in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review case of the Servicer’s procedures first sale report) and operations that such servicing and administration was conducted in form and substance reasonably satisfactory to compliance with the Note Insurerterms of this Agreement, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that except for (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses and that such examination (a) or was performed in accordance with standards established by the American Institute of Certified Public Accountants, and (b) above included tests relating to any Person who does not comply auto loans serviced for others in accordance with or agree the requirements of the Uniform Single Attestation Program for Mortgage Bankers, to the required extent the procedures in such program are applicable to the servicing obligations set forth in this Agreement. Notwithstanding the foregoing, to the extent that in connection with public offerings, Regulation AB requires the delivery of such an annual attestation of a firm of independent certified public accountants, including but not limited accountants with respect to execution the assessment of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities servicing compliance with specified servicing criteria of the Indenture Trustee incurred in connection Servicer stating, among other things, that the Servicer’s assertion of compliance with the execution specified servicing criteria is fairly stated in all material respects, or the reason why such an opinion cannot be expressed, the delivery of any documents required by a copy of such an attestation to the firm Administrative Agent shall be deemed to satisfy the provisions of this Section. In the event such independent certified public accountants shall require the Collateral Custodian or the Backup Servicer to agree to the procedures to be covered performed by the indemnity provisions contained such firm in Section 6.7 any of the Indenturereports required to be prepared pursuant to this Section, the Servicer shall direct the Collateral Custodian or the Backup Servicer in writing to so agree; it being understood and agreed that the Collateral Custodian and the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Collateral Custodian nor the Backup Servicer has made 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. Such report shall also indicate that the firm is “Independent” of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Public Accountants’ Reports. (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 15 of each year, beginning March 3015, 20062004, a report addressed to the board of directors of the Servicer, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) 3.9 and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) 3.9 is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 15 of each year beginning March 3015, 2006 2004 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above to any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenture.

Annual Independent Public Accountants’ Reports. (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 20062005, a report addressed to the board of directors of the Servicer, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) 3.9 and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) 3.9 is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 2005 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above to any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports; provided that in the case of the Indenture Trustee, the Servicer hereby acknowledges that the Indenture Trustee has not made an independent determination of the sufficiency of any procedures contained in such engagement letters and is executing any documents required by the firm of independent certified public accountants solely at the written instructions of the Servicer. The Servicer further acknowledges that any costs, expenses or liabilities of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenture.

Annual Independent Public Accountants’ Reports. (a) The To the extent prepared on behalf of the Servicer shall cause in connection with the public offering of securities backed by or relating to automobile receivables, the Servicer will deliver to the Administrative Agent, on or before April 30th of each year beginning in 2020, a copy of a report prepared by a firm of independent certified public accountants, who may also render other services to the Servicer or to any of its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board Board of directors Directors of the ServicerServicer or any of its Affiliates, and the Administrative Agent and dated during the current year, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements policies and performing such other procedures as and issued its report thereon and expressing a summary of findings (based on certain procedures performed on the documents, records and accounting records that such accountants considered necessary appropriate under the circumstances) relating to the servicing of the Receivables and the administration of the Receivables (including the preparation of the “Monthly Reports) during the preceding calendar year (or such longer period in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review case of the Servicer’s procedures first sale report) and operations that such servicing and administration was conducted in form and substance reasonably satisfactory to compliance with the Note Insurerterms of this Agreement, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that except for (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses and that such examination (a) or was performed in accordance with standards established by the American Institute of Certified Public Accountants, and (b) above included tests relating to any Person who does not comply auto loans serviced for others in accordance with or agree the requirements of the Uniform Single Attestation Program for Mortgage Bankers, to the required extent the procedures in such program are applicable to the servicing obligations set forth in this Agreement. Notwithstanding the foregoing, to the extent that in connection with public or private offerings of such automobile receivable-backed securities by UACC or any Affiliate thereof, Regulation AB under the Securities Act requires the delivery of an annual attestation of a firm of independent certified public accountants, including but not limited accountants with respect to execution the assessment of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities servicing compliance with specified servicing criteria of the Indenture Trustee incurred in connection Servicer stating, among other things, that the Servicer’s assertion of compliance with the execution specified servicing criteria is fairly stated in all material respects, or the reason why such an opinion cannot be expressed, the delivery of any documents required by a copy of such an attestation to the firm Administrative Agent shall be deemed to satisfy the provisions of this Section. In the event such independent certified public accountants shall require the Custodian, the Account Bank or the Backup Servicer to agree to the procedures to be covered performed by the indemnity provisions contained such firm in Section 6.7 any of the Indenturereports required to be prepared pursuant to this Section, the Servicer shall direct the Custodian, the Account Bank or the Backup Servicer in writing to so agree; it being understood and agreed that the Custodian, the Account Bank or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Custodian, the Account Bank and the Backup Servicer have not made 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. Such report shall also indicate that the firm is “Independent” of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Public Accountants’ Reports. (a) The To the extent prepared on behalf of the Servicer shall cause in connection with the public offering of securities backed by or relating to automobile receivables, the Servicer will deliver to the Administrative Agent and each Agent, on or before April 30th of each year beginning in 2013, a copy of a report prepared by a firm of independent certified public accountants, who may also render other services to the Servicer or to any of its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board Board of directors Directors of the ServicerServicer or any of its Affiliates, and the Administrative Agent and dated during the current year, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements policies and performing such other procedures as and issued its report thereon and expressing a summary of findings (based on certain procedures performed on the documents, records and accounting records that such accountants considered necessary appropriate under the circumstances) relating to the servicing of the Receivables and the administration of the Receivables (including the preparation of the Monthly Reports) during the preceding calendar year (or such longer period in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review case of the Servicer’s procedures first sale report) and operations that such servicing and administration was conducted in form and substance reasonably satisfactory to compliance with the Note Insurerterms of this Agreement, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that except for (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses and that such examination (a) or was performed in accordance with standards established by the American Institute of Certified Public Accountants, and (b) above included tests relating to any Person who does not comply auto loans serviced for others in accordance with or agree the requirements of the Uniform Single Attestation Program for Mortgage Bankers, to the required extent the procedures in such program are applicable to the servicing obligations set forth in this Agreement. Notwithstanding the foregoing, to the extent that in connection with public offerings by UACC or any Affiliate thereof, Regulation AB under the Securities Act requires the delivery of such an annual attestation of a firm of independent certified public accountants, including but not limited accountants with respect to execution the assessment of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities servicing compliance with specified servicing criteria of the Indenture Trustee incurred in connection Servicer stating, among other things, that the Servicer’s assertion of compliance with the execution specified servicing criteria is fairly stated in all material respects, or the reason why such an opinion cannot be expressed, the delivery of any documents required by a copy of such an attestation to the firm Administrative Agent shall be deemed to satisfy the provisions of this Section. In the event such independent certified public accountants shall require the Custodian, the Account Bank or the Backup Servicer to agree to the procedures to be covered performed by the indemnity provisions contained such firm in Section 6.7 any of the Indenture.reports required to be prepared pursuant to this Section, the Servicer shall direct the Custodian, the Account Bank or the Backup Servicer in writing to so agree; it being understood and agreed that the Custodian, the Account Bank or the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Custodian, the Account Bank and the Backup Servicer have not made 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. Such report shall also indicate that the firm is “Independent” of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 300213599v4

Annual Independent Public Accountants’ Reports. (a) The To the extent prepared on behalf of the Servicer shall cause in connection with the public or private offering of securities backed by or relating to automobile receivables, the Servicer will deliver to the Administrative Agent and the Lenders, on or before April 30th of each year beginning in 2024, a copy of a report prepared by a firm of independent certified public accountants, who may also render other services to the Servicer or to any of its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board Board of directors Directors of the ServicerServicer or any of its Affiliates, the Secured Parties and dated during the current year, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements Credit and performing such other Collection Policy and issued its report thereon and expressing a summary of findings (based on certain procedures as performed on the documents, records and accounting records that such accountants considered necessary appropriate under the circumstances) relating to the servicing of the Receivables and the administration of the Receivables (including the preparation of the Monthly Reports) during the preceding calendar year (or such shorter period in the circumstances and (b) except as described in case of the first such report) and that such servicing and administration was conducted in compliance with the terms of this Agreement, the Servicer’s annual statement of compliance except for such year delivered pursuant to Section 3.9(a) is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses and that such examination (a) or was performed in accordance with standards established by the American Institute of Certified Public Accountants, and (b) above included tests relating to any Person who does not comply auto loans serviced for others in accordance with or agree the requirements of the Uniform Single Attestation Program for Mortgage Bankers, to the required extent the procedures in such program are applicable to the servicing obligations set forth in this Agreement. Notwithstanding the foregoing, to the extent that in connection with public or private offerings of such automobile receivable-backed securities by UACC or any Affiliate thereof, Regulation AB under the Securities Act requires the delivery of an annual attestation of a firm of independent certified public accountants, including but not limited accountants with respect to execution the assessment of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities servicing compliance with specified servicing criteria of the Indenture Trustee incurred in connection Servicer stating, among other things, that the Servicer’s assertion of compliance with the execution specified servicing criteria is fairly stated in all material respects, or the reason why such an opinion cannot be expressed, the delivery of any documents required by a copy of such an attestation to the firm Secured Parties shall be deemed to satisfy the provisions of this Section. In the event such independent certified public accountants shall require the Custodian or the Paying Agent to agree to the procedures to be covered performed by the indemnity provisions contained such firm in Section 6.7 any of the Indenturereports required to be prepared pursuant to this Section, the Servicer shall direct the Custodian or the Paying Agent in writing to so agree; it being understood and agreed that the Custodian or the Paying Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Custodian and the Paying Agent have not made 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. Such report shall also indicate that the firm is “Independent” of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Public Accountants’ Reports. (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board of directors of the Servicer, to the effect that providing such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(ainformation as is required under Item 1122(b) and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivablesRegulation AB. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above to any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports. The Servicer acknowledges that any costs, expenses or liabilities of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenture.

Annual Independent Public Accountants’ Reports. (a) The Servicer shall cause will deliver to the Administrative Agent on or before April 30, beginning in 2016, of each year a copy of a report prepared by a firm of independent certified public accountants, who may also render other services to the Servicer or to any of its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board Board of directors Directors of the ServicerServicer or any of its Affiliates and the Administrative Agent and dated during the current year, to the effect that such firm has examined the OfficerServicer’s Certificate delivered by policies and procedures and issued its report thereon and expressing a summary of findings (based on certain procedures performed on the Servicer pursuant documents, records and accounting records that such accountants considered appropriate under the circumstances) relating to Section 3.9(athe servicing of the Receivables and the administration of the Receivables (including the preparation of the Monthly Reports) during the preceding calendar year (or such longer period in the case of the first sale report) and that: that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination (a) such examination was made performed in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers, to the extent the procedures in such reportprogram are applicable to the servicing obligations set forth in this Agreement. The Administrative Agent shall make no more than one such request per year unless a Termination Event has occurred. The Administrative Agent will provide, the Servicer’s annual statement upon request, each Lender Group Agent with a copy of compliance for such year delivered each report it receives pursuant to this Section 3.9(a) is fairly stated in all material respects7.09. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in In the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from event such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but require the Paying Agent or the Backup Servicer to agree to the procedures to be performed by such firm in any event within 120 days after of the end reports required to be prepared pursuant to this Section, the Servicer shall direct the Paying Agent or the Backup Servicer in writing to so agree; it being understood and agreed that the Paying Agent or the Backup Servicer will deliver such letter of each fiscal year, an annual review agreement in conclusive reliance upon the direction of the Servicer’s procedures , and operations the Paying Agent or the Backup Servicer has not made any independent inquiry or investigation as to, and shall have no obligation or liability in form and substance reasonably satisfactory to respect of, the Note Insurersufficiency, prepared by validity or correctness of such procedures. Such report shall also indicate that the firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that (i) such accountants have examined the accounts and records is “Independent” of the Servicer relating to and its Affiliates within the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis meaning of the procedures performed, whether Code of Professional Ethics of the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm American Institute of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above to any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reportsCertified Public Accountants. The Servicer acknowledges that any costs, shall pay all reasonable costs and expenses or liabilities of the Indenture Trustee incurred in connection associated with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenturethis Section.

Annual Independent Public Accountants’ Reports. (a) The Upon the request of the Administrative Agent or any Lender, which request may be made up to once per year; provided that such request is made before November 30th of the year of the request, the Servicer shall cause will deliver to the Administrative Agent, on or before March 31st of the year following such request, beginning in 2016, a copy of a report prepared by a firm of independent certified public accountants, who may also render other services to the Servicer or to any of its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board of directors of the ServicerServicer or any of its Affiliates, and the Administrative Agent and dated during the current year, to the effect that such firm has examined the Officer’s Certificate delivered by policies and procedures of the Servicer pursuant and the Subservicers and issued its report thereon and expressing a summary of findings (based on certain procedures performed on the documents, records and accounting records that such accountants considered appropriate under the circumstances) relating to Section 3.9(athe servicing of the Receivables and the administration of the Receivables (including the preparation of the Monthly Reports, the Monthly Loan Tapes and the static pool information) during the preceding calendar year (or such longer period in the case of the first report) and that: that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination (a) such examination was made performed in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described included tests relating to auto loans serviced for others in accordance with the requirements of any program under which the Servicer customarily provides such reporting to other warehouse lenders similarly situated, which may include Uniform Single Attestation Program for Mortgage Bankers, SSAE 16 reports or comparable reports to the extent the procedures in such reportprogram are applicable to the servicing obligations set forth in this Agreement. Notwithstanding the foregoing, to the extent that in connection with public offerings, Regulation AB under the Securities Act requires the delivery of an annual attestation of a firm of independent public accountants with respect to the assessment of servicing compliance with specified servicing criteria of the Servicer stating, among other things, that the Servicer’s annual statement assertion of compliance for such year delivered pursuant to Section 3.9(a) with the specified servicing criteria is fairly stated in all material respects. The certification required by this paragraph may , or the reason why such an opinion cannot be replaced by any similar certification using other procedures or expressed, the delivery of a copy of such an attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Administrative Agent shall be deemed to satisfy the provisions of this Section. Such report shall also indicate that the firm is “Independent” of the Servicer or to and its Affiliates, to deliver to Affiliates within the Rating Agencies, meaning of the Swap Counterparty and Code of Professional Ethics of the Note Insurer upon receipt American Institute of covenants and representations from Certified Public Accountants. In the event such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but require the Collateral Custodian or the Backup Servicer to agree to the procedures to be performed by such firm in any event within 120 days after of the end reports required to be prepared pursuant to this Section, the Servicer shall direct the related party in writing to so agree; it being understood and agreed that each of each fiscal year, an annual review the Collateral Custodian and the Backup Servicer will deliver any such letter of agreement in conclusive reliance upon the direction of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on neither the basis Collateral Custodian nor the Backup Servicer has made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) procedures. The Servicer, however, Account Bank shall not be obligated liable for any claims, liabilities or expenses relating to deliver such accountants’ engagement or any report described issued in clauses (a) or (b) above to connection with such engagement, and dissemination of any Person who does not comply with or agree such report is subject to the required procedures consent of such firm of independent certified public the accountants, including but not limited to execution of engagement letters or access letters regarding such reports. The Servicer acknowledges that shall pay all costs and expenses associated with this Section up to $30,000 per annum and the Administrative Agent shall reimburse the Servicer for any costs, expenses or liabilities amounts in excess of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenture$30,000 per annum.

Annual Independent Public Accountants’ Reports. (a) The Upon the request of the Administrative Agent or any Lender, which request may be made up to once per year; provided that such request is made before November 30th of the year of the request, the Servicer shall cause will deliver to the Administrative Agent, on or before March 31st of the year following such request, beginning in 2016, a copy of a report prepared by a firm of independent certified public accountants, who may also render other services to the Servicer or to any of its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty, the Issuer, the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board of directors of the ServicerServicer or any of its Affiliates, and the Administrative Agent and dated during the current year, to the effect that such firm has examined the Officer’s Certificate delivered by policies and procedures of the Servicer pursuant and the Subservicers and issued its report thereon and expressing a summary of findings (based on certain procedures performed on the documents, records and accounting records that such accountants considered appropriate under the circumstances) relating to Section 3.9(athe servicing of the Receivables and the administration of the Receivables (including the preparation of the Monthly Reports, the Monthly Loan Tapes and the static pool information) during the preceding calendar year (or such longer period in the case of the first report) and that: that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination (a) such examination was made performed in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described included tests relating to auto loans serviced for others in accordance with the requirements of any program under which the Servicer customarily provides such reporting to other warehouse lenders similarly situated, which may include Uniform Single Attestation Program for Mortgage Bankers, SSAE 16 reports or comparable reports to the extent the procedures in such reportprogram are applicable to the servicing obligations set forth in this Agreement. Notwithstanding the foregoing, to the extent that in connection with public offerings, Regulation AB under the Securities Act requires the delivery of an annual attestation of a firm of independent public accountants with respect to the assessment of servicing compliance with specified servicing criteria of the Servicer stating, among other things, that the Servicer’s annual statement assertion of compliance for such year delivered pursuant to Section 3.9(a) with the specified servicing criteria is fairly stated in all material respects. The certification required by this paragraph may , or the reason why such an opinion cannot be replaced by any similar certification using other procedures or expressed, the delivery of a copy of such an attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Administrative Agent shall be deemed to satisfy the provisions of this Section. Such report shall also indicate that the firm is “Independent” of the Servicer or to and its Affiliates, to deliver to Affiliates within the Rating Agencies, meaning of the Swap Counterparty and Code of Professional Ethics of the Note Insurer upon receipt American Institute of covenants and representations from Certified Public Accountants. In the event such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but require the Collateral Custodian or the Backup Servicer to agree to the procedures to be performed by such firm in any event within 120 days after of the end reports required to be prepared pursuant to this Section, the Servicer shall direct the related party in writing to so agree; it being understood and agreed that each of each fiscal year, an annual review the Collateral Custodian and the Backup Servicer will deliver any such letter of agreement in conclusive reliance upon the direction of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating to the effect that (i) such accountants have examined the accounts and records of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on neither the basis of Collateral Custodian nor the procedures performedBackup Servicer has made any independent inquiry or investigation as to, whether and shall have no obligation or liability in respect of, the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records sufficiency, validity or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above to any Person who does not comply with or agree to the required procedures correctness of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reportsprocedures. The Servicer acknowledges that shall pay all costs and expenses associated with this Section up to $30,000 per annum and the Administrative Agent shall reimburse the Servicer for any costs, expenses or liabilities amounts in excess of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenture$30,000 per annum.

Annual Independent Public Accountants’ Reports. The Initial Servicer will cause an Independent Public Accountant (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or Servicer) to its Affiliatesfurnish to the Indenture Trustee, to deliver to the Noteholders and the Rating Agencies, no later than May 31 of each year, commencing May 31, 2001, a report relating to the Swap Counterpartyprevious calendar year to the effect that (a) such firm has read the Indenture and this Servicing Agreement, (b) has examined, in accordance with the uniform Single Attestation Program for Mortgage Bankers ("USAP") and with certain procedures specified in such certificate or opinion, the Issuerrecords and calculations set forth in the Monthly Statements delivered by the Initial Servicer during the reporting period and certain specified documents and records relating to the servicing of the Contracts and the reporting requirements with respect thereto and (c) on the basis of such examination, certifies that the Initial 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, and the servicing reporting requirements have been conducted in compliance with the Indenture and the Servicing Agreement. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall request the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement upon written direction of the Majority Holders, and the Indenture Trustee shall not make 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. Delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only, and the Indenture Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Servicer's compliance with any of its covenants hereunder. In the event the Back-up Servicer is then acting as Servicer, in lieu of the above, the Back-up Servicer, no later than May 31 of each year, commencing May 31, 2001, at its expense, shall cause an Independent Public Accountant to furnish a statement (an "Accountant's Statement") to the Indenture Trustee and the Note Insurer on or before March 30 of each year, beginning March 30, 2006, a report addressed to the board of directors of the Servicer, to the effect that such firm has examined the Officer’s Certificate delivered by the Servicer pursuant to Section 3.9(a) and that: (a) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as such accountants considered necessary in the circumstances and (b) except as described in such report, the Servicer’s annual statement of compliance for such year delivered pursuant to Section 3.9(a) is fairly stated in all material respects. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable motor vehicle receivables. (b) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Rating Agencies, the Swap Counterparty and the Note Insurer upon receipt of covenants and representations from such Persons as such firm of independent certified public accountants may require, and as soon as practicable, but in any event within 120 days after the end of each fiscal year, an annual review of the Servicer’s procedures and operations in form and substance reasonably satisfactory to the Note Insurer, prepared by such firm of independent certified public accountants, dated as of March 30 of each year beginning March 30, 2006 and substantially stating Noteholders to the effect that (i) such accountants have examined Independent Public Accountant has obtained a letter of representation regarding certain matters from the accounts and records management of the Servicer relating to the Trust Estate (which records shall be described in one or more schedules to such statement), (ii) such firm has compared the information contained in certain Servicer’s Certificates delivered in the relevant period with information contained in the accounts and records of other relevant source documents for such period, and (iii) on the basis of the procedures performed, whether the information examined and contained in such Servicer’s Certificates delivered for the relevant period reconciles and agrees with the information contained in such accounts and records or other relevant source documents except for such exceptions as such firm of independent certified public accountants believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) The Back-up Servicer, however, shall not be obligated to deliver any report described in clauses (a) or (b) above to any Person who does not comply with or agree to which includes an assertion that the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports. The Back-up Servicer acknowledges that any costs, expenses or liabilities of the Indenture Trustee incurred in connection with the execution of any documents required by the firm of independent certified public accountants shall be covered by the indemnity provisions contained in Section 6.7 of the Indenture.has