Common use of Annual Report of Accountants Clause in Contracts

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein), to deliver to the Indenture Trustee, the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (90 days after the end of the Servicer’s fiscal year) of each year, beginning on March 31, 2006, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Quarterly Report for two Collection Periods with respect to the 12 months ended the immediately preceding December 31 and, for each Quarterly Report, the Independent Accountant will agree certain amounts in the Quarterly Report to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. (b) The Independent Accountant’s report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein)Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agencyupon signature of an acknowledgment letter, on or before March 31 (90 days after the end of the Servicer’s fiscal year) 31st of each year, beginning on March 31, 20062014, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for two Collection Periods with respect to two (2) Collection Periods during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the Servicer’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. The Servicer shall cause the annual report of Independent Accountants to be furnished to the Rating Agency; provided, however, that in the event that the Independent Accountants are unable to deliver a copy of such report to the Rating Agency, the Servicer shall, at its option (a) engage an alternate firm of independent certified public accountants (the “Alternate Accountants”) or a consulting firm with direct experience providing the required services (the “Consultants”) to prepare a report addressed to the Servicer and the Trustee for further delivery to the Rating Agency indicating that such Alternate Accountants or Consultants, as applicable, have performed the foregoing review pursuant to certain procedures as agreed by the Servicer and the Trustee or (b) file with the Securities and Exchange Commission on Form 8-K on or before March 31st of each year, beginning on March 31, 2014, (i) copies of Monthly Reports with respect to each Collection Period during the 12 months ended the immediately preceding December 31 and (ii) copies of Abbreviated Quarterly Reports with respect to each calendar quarter during the 12 months ended the immediately preceding December 31. In the event such firm of the Independent Accountants, Alternate Accountants requires or Consultants require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Alternate Accountants or Consultants, as applicable, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. . Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants, Alternate Accountants or Consultants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (bi) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants, Alternate Accountants or Consultants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants, Alternate Accountants or Consultants and acknowledgement of other limitations of liability in favor of the Independent Accountants, Alternate Accountants or Consultants, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants, Alternate Accountants or Consultants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants, Alternate Accountants or Consultants that the Trustee reasonably determines adversely affects it. The Independent Accountant’s Accountants’ or Alternate Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein), to deliver to the Indenture Trustee, the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (90 days after the end of the Servicer’s fiscal year) of each year, beginning on March 31, 20062007, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Quarterly Report for two Collection Periods with respect to the 12 months ended the immediately preceding December 31 and, for each Quarterly Report, the Independent Accountant will agree certain amounts in the Quarterly Report to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. (b) The Independent Accountant’s report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the initial Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein)Affiliates, to deliver to the Indenture Trustee, Trustee and the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (90 days after the end of the Servicer’s fiscal year) January 31st of each year, beginning on March January 31, 20062019, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the initial Servicer. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for with respect to two Collection Periods with respect to during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the initial Servicer’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, the initial Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the initial Servicer, and the Indenture Trustee will 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. . The Trustee shall not have any responsibility to any party to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of independent public accountants by the Servicer, and the Trustee shall be authorized, upon receipt of written direction from the Issuer or initial Servicer directing the Trustee in writing to execute any acknowledgment or other agreement with the independent public accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgment or agreement may include, among other things, (bi) The Independent Accountant’s report shall also indicate acknowledgement that the firm is Servicer has agreed that the procedures to be performed by the independent public accountants are sufficient for the Issuer’s purposes, (ii) acknowledgment that the Trustee has agreed that the procedures to be performed by the independent public accountants are sufficient for the Trustee’s purposes and that the Trustee’s purposes are limited solely to receipt of the Servicer within report, (iii) releases by the meaning Trustee (on behalf of itself and the Noteholders) of claims against the independent public accountants and acknowledgement of other limitations of liability in favor of the Code independent public accountants, and (iv) restrictions or prohibitions on the disclosure of Professional Ethics information or documents provided to it by such firm of independent public accountants to other parties (including to the American Institute of Certified Public AccountantsNoteholders).

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein)Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agencyupon signature of an acknowledgment letter, on or before March 31 (90 days after the end of the Servicer’s fiscal year) 31st of each year, beginning on March 31, 20062014, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for two Collection Periods with respect to two (2) Collection Periods during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the Servicer’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. . On or about April 30th of each year, beginning on April 30, 2014, the Servicer will deliver to the Rating Agency an attestation that the foregoing review by the Independent Accountants has been completed without exceptions or, if exceptions have been identified in such review, the Servicer shall include a statement setting forth its proposed actions to correct such exceptions in a timely manner. Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (bi) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountant’s Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the initial Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein)Affiliates, to deliver to the Indenture Trustee, Trustee and the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (90 days after the end of the Servicer’s fiscal year) January 31st of each year, beginning on March January 31, 20062025, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the initial Servicer. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for with respect to two Collection Periods with respect to during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the initial Servicer’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, the initial Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the initial Servicer, and the Indenture Trustee will 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. . The Trustee shall not have any responsibility to any party to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of independent public accountants by the Servicer, and the Trustee shall be authorized, upon receipt of written direction from the Issuer or initial Servicer directing the Trustee in writing to execute any acknowledgment or other agreement with the independent public accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgment or agreement may include, among other things, (bi) The Independent Accountant’s report shall also indicate acknowledgement that the firm is Servicer has agreed that the procedures to be performed by the independent public accountants are sufficient for the Issuer’s purposes, (ii) acknowledgment that the Trustee has agreed that the procedures to be performed by the independent public accountants are sufficient for the Trustee’s purposes and that the Trustee’s purposes are limited solely to receipt of the Servicer within report, (iii) releases by the meaning Trustee (on behalf of itself and the Noteholders) of claims against the independent public accountants and acknowledgement of other limitations of liability in favor of the Code independent public accountants, and (iv) restrictions or prohibitions on the disclosure of Professional Ethics information or documents provided to it by such firm of independent public accountants to other parties (including to the American Institute of Certified Public AccountantsNoteholders).

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein)Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agencythe Trustee, on or before March 31 (90 days after the end of the Servicer’s fiscal year) 31st of each year, beginning on March 31, 20062020, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for two Collection Periods with respect to two (2) Collection Periods during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the Servicer’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. . Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (bi) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountant’s Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.

Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein)Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 (90 days after the end of the Servicer’s fiscal year) April 1 of each year, beginning on March 31April 1, 2006, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Report for two Collection Periods with respect to two Due Periods during the 12 months ended the immediately preceding December 31 (or, with respect to the period ended December 31, 2005, during the five months after the Closing Date) and, for each Quarterly Report, the Independent Accountant Accountants will agree certain amounts in the Quarterly Report to the Servicer’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. (b) . The Independent Accountant’s Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (butAffiliates, for the avoidance of doubt, such accountants need not provide any audit or other services to furnish to the Servicer or its Affiliates in order to qualify to provide and the report described herein), to deliver to the Indenture Trustee, the Owner Trusteeupon signature of an acknowledgment letter, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 one hundred twenty (90 120) days after following the end of each fiscal year beginning with the Servicer’s fiscal year) of each year, beginning on March calendar year ending December 31, 20062022, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for two Collection Periods with respect to two (2) Collection Periods during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the Servicer’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Accountants the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee BUSINESS.29147459.4 will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. . Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at the direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (bi) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountant’s Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (butAffiliates, for the avoidance of doubt, such accountants need not provide any audit or other services to furnish to the Servicer or its Affiliates in order to qualify to provide and the report described herein), to deliver to the Indenture Trustee, the Owner Trusteeupon signature of an acknowledgment letter, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before March 31 one hundred twenty (90 120) days after following the end of each fiscal year beginning with the Servicer’s fiscal year) of each year, beginning on March calendar year ending December 31, 20062019, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for two Collection Periods with respect to two (2) Collection Periods during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the Servicer’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Accountants the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. . Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at the direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (bi) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountant’s Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein)Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agencyupon signature of an acknowledgment letter, on or before March 31 (90 days after the end of the Servicer’s fiscal year) 31st of each year, beginning on March 31, 20062019, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for two Collection Periods with respect to two (2) Collection Periods during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the Servicer’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Accountants the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. . Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at the direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (bi) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountant’s Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.

Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein)Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agencyupon signature of an acknowledgment letter, on or before March 31 (90 days after the end of the Servicer’s fiscal year) 31st of each year, beginning on March 31, 20062014, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that the Independent Accountant has Accountants have performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant Accountants will obtain the Quarterly Monthly Report for two Collection Periods with respect to two (2) Collection Periods during the 12 months ended the immediately preceding December 31 and, for each Quarterly such Monthly Report, the Independent Accountant Accountants will agree reconcile certain amounts in the Quarterly Monthly Report to the Servicer’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Accountants the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. . Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (bi) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountant’s Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.