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, to deliver to the Trustees and each Rating Agency, on or before January 31 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on January 31, 2000 (i) with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report addressed to the Board of Directors of the Servicer and to the Trustees, to the effect that such firm (A) has reviewed certain documents and records relating to the servicing of the Contracts in the Contract Pool, and (B) based on such review, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (ii) a report with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and records relating to the servicing of Contracts under this Agreement, compared the information contained in the Servicer's certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement. A copy of such report (the "Accountant's Report") may be obtained by any Securityholder by a request in writing to the Indenture Trustee, in the case of a Noteholder, or to the Owner Trustee, in the case of a Certificateholder, addressed to its respective Corporate Trust Office. 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 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. (b) The 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 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, to deliver to the Trustees and each Rating Agency, on or before January March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on January March 31, 2000 1998 (i) with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report addressed to the Board of Directors of the Servicer and to the Trustees, to the effect that such firm (A) has reviewed certain documents and records relating to the servicing of the Contracts in the Contract Pool, and (B) based on such review, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (ii) a report with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and records relating to the servicing of Contracts under this Agreement, compared the information contained in the Servicer's certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement. A copy of such report (the "Accountant's Report") may be obtained by any Securityholder by a request in writing to the Indenture Trustee, in the case of a Noteholder, or to the Owner Trustee, in the case of a Certificateholder, addressed to its respective Corporate Trust Office. 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 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. (b) The 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 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, to deliver to the Trustees Indenture Trustee, the Owner Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before January March 31 (or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on January March 31, 2000 (i) with respect to the twelve months ended the immediately preceding December 31 (or other applicable date)2007, a report addressed to the Board of Directors Managers of the Servicer Servicer, the Indenture Trustee and the Owner Trustee indicating that (a) with respect to the Trustees12- months ended the immediately preceding December 31, to the effect that such firm (A) has reviewed certain documents and records relating to Independent Accountants have audited the servicing financial statements of the Contracts in the Contract PoolServicer, and (B) based on such reviewthat as part of that audit, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (ii) a report with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and records relating to the servicing of Contracts under this Agreement, compared the information contained in the Servicer's certificates delivered during the period covered by such report with such documents and records and that no matters nothing came to the attention of such accountants Independent Accountants that caused causes them to believe that such servicing the Servicer was not conducted in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of this Agreement, insofar as they relate to accounting matters, except for such exceptions as such accountants Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement. A copy report, (b) in connection with the Independent Accountants’ audit of the Servicer, there were no exceptions or errors in records related to Loans serviced by the Servicer, except for such report exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the "Accountant's Report"payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (d) may be obtained the Independent Accountants have performed certain procedures as agreed by any Securityholder by a request in writing to the Servicer, the Indenture Trustee, in the case of a Noteholder, or to Trustee and the Owner Trustee, whereby the Independent Accountants will obtain the Monthly Report for 4-months with respect to the 12 months ended the immediately preceding December 31 and, for each Monthly Report, the Independent Accountants will agree all amounts in the case of a CertificateholderMonthly Report to the Servicer’s computer, addressed to its respective Corporate Trust Officeaccounting 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 has will not made 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 Accountant's Report Independent 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 Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer or its Affiliates, to deliver to the Trustees and each Rating Agency, on or before January March 31 (or 120 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on January March 31, 2000 2001 (i) with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report addressed to the Board of Directors of the Servicer and to the Trustees, to the effect that such firm (A) has reviewed certain documents and records relating to the servicing of the Contracts in the Contract Contracts Pool, and (B) based on such review, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (ii) a report with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and records relating to the servicing of Contracts under this Agreement, compared the information contained in the Servicer's certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement. A copy of such report (the "Accountant's ReportACCOUNTANT'S REPORT") may be obtained by any Securityholder by a request in writing to the Indenture Trustee, in the case of a Noteholder, or to the Owner Trustee, in the case of a Certificateholder, addressed to its respective Corporate Trust Office. 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 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. (b) The 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.