Common use of Reports by Independent Accountants Clause in Contracts

Reports by Independent Accountants. As of the Issuance Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of On or after the Issuance Closing Date, the Note Issuer Borrower (or the Services Provider on behalf of the Borrower) shall appoint a firm select one or more nationally recognized firms of Independent independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this Note IndentureAgreement, which may be the firm of independent certified public accountants that performs accounting services for the Borrower or the Services Provider. In the event such The Borrower may remove any firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedurescertified public accountants at any time. Upon any resignation by such firm or removal of such firm by the Note Issuer shall provide written notice thereof to Borrower, the Note Trustee and Borrower (or the Services Provider on behalf of the Borrower) shall promptly appoint a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants, which may be a firm of independent certified public accountants of recognized national reputationthat performs accounting services for the Borrower or the Services Provider. If the Note Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants that which has resigned or has been removed within 15 30 days after such resignationresignation or removal (as applicable), the Note Trustee Borrower shall promptly notify the Note Issuer Agents and the Services Provider of such failure in writing. If the Note Issuer Borrower shall not have appointed a successor within 10 ten days thereafter thereafter, the Note Trustee Services Provider shall promptly appoint a successor firm of Independent independent certified public accountants of nationally recognized national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Note IssuerBorrower as Administrative Expenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Collateral Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, the Borrower hereby directs the Collateral Agent to so agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make any inquiry or investigation as to, and shall have no obligation, liability or responsibility in respect of, the terms of any engagement of any such firm, or the validity or correctness of such procedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), any report or instruction (or other information or documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Payments and the terms of this Agreement.

Reports by Independent Accountants. As of (a) On or after the Issuance Closing Date, the Note Issuer Borrower (or the Services Provider on behalf of the Borrower) shall appoint a firm select one or more nationally recognized firms of Independent independent certified public accountants of recognized national reputation reasonably acceptable to the Administrative Agent for purposes of preparing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this Note IndentureAgreement, which may be the firm of independent certified public accountants that performs accounting services for the Borrower or the Services Provider. In the event such The Borrower may remove any firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedurescertified public accountants at any time. Upon any resignation by such firm or removal of such firm by the Note Issuer shall provide written notice thereof to Borrower, the Note Trustee and Borrower (or the Services Provider on behalf of the Borrower) shall promptly appoint a successor thereto reasonably acceptable to the Administrative Agent that shall also be a nationally recognized firm of Independent independent certified public accountants, which may be a firm of independent certified public accountants of recognized national reputationthat performs accounting services for the Borrower or the Services Provider. If the Note Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants that which has resigned or has been removed within 15 30 days after such resignationresignation or removal (as applicable), the Note Trustee Borrower shall promptly notify the Note Issuer Agents, the Majority Lenders and the Services Provider of such failure in writing. If the Note Issuer Borrower shall not have appointed a successor within 10 ten days thereafter thereafter, the Note Trustee Services Provider shall promptly appoint a successor firm of Independent independent certified public accountants of nationally recognized national reputation; provided, however, that reputation reasonably acceptable to the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect theretoAdministrative Agent. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Note IssuerBorrower as Administrative Expenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Collateral Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, the Borrower hereby directs the Collateral Agent to so agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make any inquiry or investigation as to, and shall have no obligation, liability or responsibility in respect of, the terms of any engagement of any such firm, or the validity or correctness of such procedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), any report or instruction (or other information or documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Payments and the terms of this Agreement. (b) On or before the date that is 120 days following the end of each fiscal year of the Borrower, or the last Business Day immediately preceding such date if such date is not a Business Day, commencing in 2022, the Borrower shall cause to be delivered to the Collateral Agent an agreed-upon procedures report from a firm of independent certified public accountants appointed pursuant to clause (a) above for each Payment Date Report occurring in March and September of the prior calendar year (i) indicating that the calculations within those Payment Date Reports have been recalculated and compared to the information provided by the Borrower in accordance with the applicable provisions of this Agreement and (ii) listing the Aggregate Principal Balance of the Collateral Loans securing the Loans as of the immediately preceding Measurement Dates; provided that in the event of a conflict between such firm of independent certified public accountants and the Borrower with respect to any matter in this Section 5.34, the determination by such firm of independent public accountants shall be conclusive; provided further that, if there is any inconsistency between the calculations of the Borrower and the calculations of the firm of independent certified public accountants, the Borrower shall promptly notify the Agents and the Lenders and describe such inconsistency in reasonable detail. Notwithstanding anything to the contrary herein, if the Custodian, the Administrative Agent, the Collateral Administrator or the Collateral Agent fails within 75 days following the end of each fiscal year of the Borrower to execute any documentation required by the independent certified public accountants selected by the Borrower prior to the delivery of any report contemplated by this Section 5.34(b), then the Borrower shall have no obligation to furnish any report covering such fiscal year pursuant to this Section 5.34(b).

Reports by Independent Accountants. As of the Issuance Closing ----------------------------------- Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of (a) At the Issuance Closing Date, the Note Issuer shall appoint a firm one or more firms of Independent certified public accountants of recognized national international reputation for purposes of preparing reviewing and delivering the reports or certificates of such accountants required by this Note Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. In The Issuer may remove any firm of Independent certified public accountants at any time without the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter consent of agreement in conclusive reliance upon the direction any Holder of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresSecurities. Upon any resignation by such firm or removal of such firm by the Note Issuer, the Issuer shall provide written notice thereof to (or the Note Trustee and Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized national international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that which has resigned within 15 30 days after such resignation, the Note Trustee Issuer shall promptly notify the Note Issuer Trustee of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 ten days thereafter thereafter, the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized national international reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note IssuerIssuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants. (b) On or before the date which is 30 days after the Payment Date occurring in May of each year commencing in 2021, the Issuer shall cause to be delivered to the Trustee and the Collateral Manager a statement from a firm of Independent certified public accountants for each Distribution Report delivered in the previous year (i) indicating that such firm has performed agreed upon procedures to recalculate certain calculations within such Distribution Report (excluding the S&P CDO Monitor Test) and (ii) listing the Aggregate Principal Balance of the Assets and the Aggregate Principal Balance of the Collateral Obligations securing the Notes as of the relevant Determination Dates; provided that in the event of a conflict between such firm of Independent certified public accountants and the Issuer with respect to any matter in this Section 10.9, the determination by such firm of Independent public accountants shall be conclusive. (c) Upon the written request of the Trustee or any holder of a Preferred Share, the Issuer will cause the firm of Independent certified public accountants appointed pursuant to Section 10.9(a) to provide any holder of the Preferred Shares with all of the information required to be provided by the Issuer or pursuant to Section 7.17 or assist the Issuer in the preparation thereof.

Reports by Independent Accountants. As of (a) At the Issuance Closing Date, the Note Issuer shall appoint a firm one or more firms of Independent certified public accountants of recognized national international reputation for purposes of preparing reviewing and delivering the reports or certificates of such accountants required by this Note Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. In The Issuer may remove any firm of Independent certified public accountants at any time without the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter consent of agreement in conclusive reliance upon the direction any Holder of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresSecurities. Upon any resignation by such firm or removal of such firm by the Note Issuer, the Issuer shall provide written notice thereof to (or the Note Trustee and Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized national international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that which has resigned within 15 30 days after such resignation, the Note Trustee Issuer shall promptly notify the Note Issuer Trustee of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 ten days thereafter thereafter, the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized national international reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note IssuerIssuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants. (b) On or before the date which is 30 days after the Payment Date occurring in January of each year commencing in 2021, the Issuer shall cause to be delivered to the Trustee and the Collateral Manager a statement from a firm of Independent certified public accountants for each Distribution Report delivered in the previous year (i) indicating that such firm has performed agreed upon procedures to recalculate certain calculations within such Distribution Report (excluding the S&P CDO Monitor Test) and (ii) listing the Aggregate Principal Balance of the Assets and the Aggregate Principal Balance of the Collateral Obligations securing the Notes as of the relevant Determination Dates; provided that in the event of a conflict between such firm of Independent certified public accountants and the Issuer with respect to any matter in this Section 10.9, the determination by such firm of Independent public accountants shall be conclusive. (c) Upon the written request of the Trustee or any holder of a Preferred Share, the Issuer will cause the firm of Independent certified public accountants appointed pursuant to Section 10.9(a) to provide any holder of the Preferred Shares with all of the information required to be provided by the Issuer or pursuant to Section 7.16 or assist the Issuer in the preparation thereof.

Reports by Independent Accountants. As of the Issuance Closing Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note IndentureIndenture and the related Trustee's Issuance Certificates or Series Supplements, if any. In the event such firm requires the Note Indenture Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Indenture Trustee in writing to so agree; it being understood and agreed that the Note Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Indenture Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Indenture Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Indenture Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, PROVIDED that the Note Indenture Trustee shall have no liability with respect to such appointment if the Note Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 30 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance Closing Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note IndentureIndenture and the related Issuance Certificates or Series Supplements, if any. In the event such firm requires the Note Indenture Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Indenture Trustee in writing to so agree; it being understood and agreed that the Note Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by, or termination by the Note Issuer of, such firm the Note Issuer shall provide written notice thereof to the Note Indenture Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned or been terminated within 15 days after such resignationresignation or termination, the Note Indenture Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Indenture Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, provided that the Note Indenture Trustee shall have no liability with respect to such appointment if the Note Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance Closing Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 fifteen (15) days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 ten (10) days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As (a) At the Closing Date the Issuer shall appoint the firm of Independent Accountants to prepare and deliver the Issuance Datecertificate or opinion required to be delivered under Section 2.12(f), and prior to the time any report or certificate pursuant to Section 8.07(b) is required to be delivered, the Note Issuer shall will appoint a firm of Independent certified public accountants of recognized national reputation Accountants as its Independent Accountants for purposes of preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresSection 8.07(b). Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants Accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that Accountants which has resigned within 15 fifteen days after such resignation, the Note Trustee Issuer shall promptly notify the Note Issuer Trustee of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 ten days thereafter thereafter, the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants Accountants of recognized national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer, and any fees not so paid by the Issuer may be paid by the Trustee on behalf of the Issuer, from amounts otherwise payable to the Issuer from the related Collection Account pursuant to Section 8.02(e). (b) If the Trustee shall fail to deliver to the Issuer any Distribution Date Statement by the due date therefor, the Issuer shall, at the opening of business on the next Business Day after such due date, direct the firm of Independent Accountants appointed pursuant to subsection (a) to prepare and deliver to the Trustee such Distribution Date Statement at the expense of the Trustee, no later than 2:00 p.m. on the Business Day following the day on which such direction was given. Any fees of such Independent Accountants not

Reports by Independent Accountants. As of the Issuance Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; providedPROVIDED, howeverHOWEVER, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance Closing ---------------------------------- Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, provided that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the initial ---------------------------------- Series Issuance Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, provided that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance ---------------------------------- Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 30 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance ----------------------------------- Closing Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, provided that the Note -------- Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance Closing Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note IndentureIndenture and the related Trustee's Issuance Certificates or Series Supplements, if any. In the event such firm requires the Note Indenture Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Indenture Trustee in writing to so agree; it being understood and agreed that the Note Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, of the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Indenture Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Indenture Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Indenture Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, PROVIDED that the Note Indenture Trustee shall have no liability with respect to such appointment if the Note Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 30 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; providedPROVIDED, howeverHOWEVER, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As of the Issuance Closing ----------------------------------- Date, the Note Issuer shall appoint a firm of Independent certified public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Note IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Note Trustee shall promptly notify the Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 days thereafter the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation; provided, however, provided that the Note Trustee shall have no liability with respect -------- to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer.

Reports by Independent Accountants. As (a) At the Closing Date the Issuer shall appoint the firm of Independent Accountants to prepare and deliver the Issuance Datecertificate or opinion required to be delivered under Section 2.12(e), and prior to the time any report or certificate pursuant to Section 8.06(b) is required to be delivered, the Note Issuer shall will appoint a firm of Independent certified public accountants of recognized national reputation Accountants as its Independent Accountants for purposes of preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresSection 8.06(b). Upon any resignation by such firm the Note Issuer shall provide written notice thereof to the Note Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants Accountants of recognized national reputation. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that Accountants which has resigned within 15 fifteen days after such resignation, the Note Trustee Issuer shall promptly notify the Note Issuer Trustee of such failure in writing. If the Note Issuer shall not have appointed a successor within 10 ten days thereafter thereafter, the Note Trustee shall promptly appoint a successor firm of Independent certified public accountants Accountants of recognized national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Note Issuer, and any fees not so paid by the Issuer may be paid by the Trustee on behalf of the Issuer, from amounts otherwise payable to the Issuer from the related Collection Account pursuant to Section 8.02(d). (b) If the Trustee shall fail to deliver to the Issuer any Payment Date Statement by the due date therefor, the Issuer shall, at the opening of business on the next Business Day after such due date, direct the firm of Independent Accountants appointed pursuant to subsection (a) to prepare and deliver to the Trustee such Payment Date Statement at the expense of the Trustee, no later than 2:00 p.m. on the Business Day following the day on which such direction was given. Any fees of such Independent Accountants not paid by the Issuer may be paid by the Trustee, on behalf of the Issuer (unless such fees are for the account of the Trustee), from amounts otherwise payable to the Issuer from the Collection Account pursuant to Section 8.02(d).