Common use of Annual Independent Accountants’ Servicing Report Clause in Contracts

Annual Independent Accountants’ Servicing Report. (i) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, commencing with March 31, 2014, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, beginning with March 31, 2014, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the Servicer, prepared using attestation standards established by the American Institute of Certified Public Accountants, to the effect that they have performed agreed upon procedures pursuant to subsections 3.05(c)(i)(c), (d) and (e) above for each outstanding Series, and have identified in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer. A copy of such report may be obtained from the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (i) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 the 60th day following the end of each calendar fiscal year, commencing with March 31, 2014, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the TransferorSeller) to furnish, as provided in Section 13.05, to the effect thatTrustee, in accordance any Credit Enhancement Provider and the Rating Agency each attestation report on assessments of compliance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided Servicing Criteria with respect to the Servicer or any Series in affiliate thereof during the related Series Supplementimmediately preceding fiscal year delivered by such accountants pursuant to Rule 13(a)-18 or Rule 15(d)-18 of the Exchange Act and Item 1122 of Regulation AB; provided, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to Trustee addressed however, that solely with respect to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b)fiscal year ending June 30, on or before March 31 of each calendar year, beginning with March 31, 20142006, the Servicer shall Servicer, in its sole and absolute discretion, rather than cause the report described above to be furnished, may cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the TransferorSeller) to furnish furnish, as provided in Section 13.05, to the Trustee, any Credit Enhancement Provider and the Rating Agency: (i) each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer during the six-month period ending June 30, 2006 delivered by such accountants pursuant to Rule 13(a)-18 or Rule 15(d)-18 of the Exchange Act and Item 1122 of Regulation AB; and (ii) (A) a report, based upon established criteria that meets the standards applicable to accountants’ reports intended for general distribution, attesting to the fairness of the assertion of the Servicer’s management that its internal controls over the functions performed as Servicer of the Trust are effective, in all material respects, in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition, on the date of such report, and a report (or reports) attesting to the fairness of the assertion of the Servicer’s management that such servicing was conducted in conformity with the sections of this Agreement during the period from July 1, 2005 to and including December 31, 2005, except for such exceptions or errors as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (B) a report, prepared using attestation in accordance with the standards established by the American Institute of Certified Public Accountants, to the effect that they have performed agreed upon procedures compared the mathematical calculations of certain amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsections 3.05(c)(i)(c)Section 3.04(b) during the period from July 1, (d) 2005 to and (e) above including December 31, 2005 with the Servicer’s computer reports which were the source of such amounts and that, on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for each outstanding Series, and have identified such exceptions as shall be set forth in such report report. Unless otherwise provided with respect to any exceptions exceeding Series in the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicerrelated Supplement, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer. A a copy of such report (or reports, as applicable) may be obtained from the Servicer by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, commencing with March 31, 2014, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20141998, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish furnish, as provided in Section 13.5, a report (or reports) to the ServicerTrustee, prepared using attestation standards established by the American Institute of Certified Public Accountantsany Credit Enhancement Provider and each Rating Agency, to the effect that they have performed such firm has applied certain agreed upon procedures with Servicer and such firm has examined certain documents and records relating to the servicing of Accounts under this Agreement and each Supplement, compared the information contained in Servicer's certificates delivered pursuant to subsections 3.05(c)(i)(cthis Agreement during the period covered by such report with such documents and records, and that, on the basis of such agreed upon procedures, such firm is of the opinion (assuming the accuracy of any reports generated by Servicer's third party agents) that such servicing was conducted in compliance with this Agreement during the period covered by such report (which shall be the prior calendar year, or the portion thereof falling after the Initial Closing Date), (d) except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of Servicer and (e) above for each outstanding Seriessuch other exceptions, and have identified errors or irregularities as shall be set forth in such report report. Unless otherwise provided with respect to any exceptions exceeding Series in the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicerrelated Supplement, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer. A a copy of such report may be obtained from the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) Investor Holder by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iiib) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on On or before March 31 of each calendar year, beginning with March 31, 20141998, Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to Servicer or Transferor) to furnish, as provided in Section 13.5, a report, prepared using generally accepted auditing standards, to Trustee and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by Servicer pursuant to subsection 3.4(b) during the period covered by such report (which shall be the prior calendar year, or the portion thereof falling after the Initial Closing Date), with Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for such exceptions as it believes to be immaterial to the financial statements of Servicer and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Holder by a request in writing to Trustee addressed to the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, commencing with March 31, 2014, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20141997, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish furnish, as provided in Section 13.5, a report (or reports) addressed to the ServicerTrustee, prepared using attestation standards established by any Credit Enhancement Provider and the American Institute of Certified Public AccountantsTransferor, to the effect that they have performed agreed upon procedures pursuant to subsections 3.05(c)(i)(c)such firm has examined management's assertion that, as of the date of such report, the system of internal control over servicing of securitized credit card receivables met the criteria for effective internal control described in the report entitled "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (d"COSO") and (e) above for each outstanding Seriesthat in their opinion, and have identified management's assertion is fairly stated, in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerall material respects. A copy of such report may shall be obtained from distributed by the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement Trustee to the engagement letter between the certified public accounting firm Rating Agency and the Servicer) by a will be available for distribution to Certificateholders upon written request in writing therefor addressed to the Trustee addressed to at the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iiib) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on On or before March 31 of each calendar year, beginning with March 31, 20141997, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report, prepared using generally accepted attestation standards, addressed to the Trustee, any Credit Enhancement Provider and the Transferor, to the effect that they have compared the amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.4(c) during the period covered by such report (which shall be the twelve-month period ending on December 31 of the preceding calendar year, or for the initial period, from the Closing Date until December 31, 1996) with the Servicer's computer reports which were the source of such amounts and found them to be in agreement or shall disclose any exceptions noted. Additionally, such firm shall recalculate the mathematical accuracy of amounts derived in the monthly certificates. A copy of such report shall be distributed by the Trustee to the Rating Agency and will be available for distribution to Certificateholders upon written request therefor addressed to the Trustee at the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001-D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, commencing with March 31, 2014if such 90th day is not a Business Day, the Servicer shall provide to next succeeding Business Day), the TrusteeServicer, any Credit Enhancement Provider, and each Rating Agency a copy on behalf of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from Trust, shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.05, a report, based upon established criteria that meets the effect thatstandards applicable to accountants’ reports intended for general distribution, in accordance with attestation standards established by to the American Institute Trustee, the Transferor, any Credit Enhancement Provider and each Rating Agency, attesting to the fairness of Certified Public Accountants, such firm has either audited the assertion of the Servicer’s management that its internal controls over financial reporting the functions performed as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is Servicer of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar yearTrust are effective, or the Servicer’s assertion is fairly stated in all material respects, based in providing reasonable assurance that Trust assets in the possession of or under the control of the Servicer are safeguarded against loss from unauthorized use or disposition, on the criteria established in “Internal Control – Integrated Framework” issued by date of such report, and a report attesting to the Committee of Sponsoring Organizations fairness of the Xxxxxxxx Commissionassertion of the Servicer’s management that such servicing was conducted in conformity with the sections of this Agreement during such fiscal year (or, with respect to the report delivered in 2016, for the period from and including July 1, 2015 through and including December 31, 2015), except for such exceptions or errors as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such report. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001-D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, beginning with March 31if such 90th day is not a Business Day, 2014the next succeeding Business Day), the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish as provided in Section 13.05 a report (or reports) to the Servicerreport, prepared using attestation in accordance with the standards established by the American Institute of Certified Public Accountants, to the Trustee, the Transferor and each Rating Agency, to the effect that they have performed agreed upon procedures compared the mathematical calculations of certain amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsections 3.05(c)(i)(c)subsection 3.04(b) during such fiscal year (or, (dwith respect to the report delivered in 2016, for the period from and including July 1, 2015 through and including December 31, 2015) with the Servicer’s computer reports which were the source of such amounts and (e) above that, on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for each outstanding Series, and have identified such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerreport. A copy of such report may be obtained from the Servicer Trustee by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001‑D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, commencing with March 31, 2014if such 90th day is not a Business Day, the Servicer shall provide to next succeeding Business Day), the TrusteeServicer, any Credit Enhancement Provider, and each Rating Agency a copy on behalf of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from Trust, shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.05, a report, based upon established criteria that meets the effect thatstandards applicable to accountants’ reports intended for general distribution, in accordance with attestation standards established by to the American Institute Trustee, the Transferor, any Credit Enhancement Provider and each Rating Agency, attesting to the fairness of Certified Public Accountants, such firm has either audited the assertion of the Servicer’s management that its internal controls over financial reporting the functions performed as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is Servicer of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar yearTrust are effective, or the Servicer’s assertion is fairly stated in all material respects, based in providing reasonable assurance that Trust assets in the possession of or under the control of the Servicer are safeguarded against loss from unauthorized use or disposition, on the criteria established in “Internal Control – Integrated Framework” issued by date of such report, and a report attesting to the Committee of Sponsoring Organizations fairness of the Xxxxxxxx Commissionassertion of the Servicer’s management that such servicing was conducted in conformity with the sections of this Agreement during such fiscal year (or, with respect to the report delivered in 2016, for the period from and including July 1, 2015 through and including December 31, 2015), except for such exceptions or errors as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such report. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001‑D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, beginning with March 31if such 90th day is not a Business Day, 2014the next succeeding Business Day), the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish as provided in Section 13.05 a report (or reports) to the Servicerreport, prepared using attestation in accordance with the standards established by the American Institute of Certified Public Accountants, to the Trustee, the Transferor and each Rating Agency, to the effect that they have performed agreed upon procedures compared the mathematical calculations of certain amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsections 3.05(c)(i)(c)subsection 3.04(b) during such fiscal year (or, (dwith respect to the report delivered in 2016, for the period from and including July 1, 2015 through and including December 31, 2015) with the Servicer’s computer reports which were the source of such amounts and (e) above that, on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for each outstanding Series, and have identified such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerreport. A copy of such report may be obtained from the Servicer Trustee by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001-D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, commencing with March 31, 2014if such 90th day is not a Business Day, the Servicer shall provide to next succeeding Business Day), the TrusteeServicer, any Credit Enhancement Provider, and each Rating Agency a copy on behalf of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from Trust, shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the TransferorSeller) to furnish, as provided in Section 13.05, a report, based upon established criteria that meets the effect thatstandards applicable to accountants’ reports intended for general distribution, in accordance with attestation standards established by to the American Institute Trustee, any Credit Enhancement Provider and each Rating Agency, attesting to the fairness of Certified Public Accountants, such firm has either audited the assertion of the Servicer’s management that its internal controls over financial reporting the functions performed as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is Servicer of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar yearTrust are effective, or the Servicer’s assertion is fairly stated in all material respects, based in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition, on the criteria established in “Internal Control – Integrated Framework” issued by date of such report, and a report attesting to the Committee of Sponsoring Organizations fairness of the Xxxxxxxx Commissionassertion of the Servicer’s management that such servicing was conducted in conformity with the sections of this Agreement during such fiscal year, except for such exceptions or errors as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such report. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001-D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, beginning with March 31if such 90th day is not a Business Day, 2014the next succeeding Business Day), the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the TransferorSeller) to furnish as provided in Section 13.05 a report (or reports) to the Servicerreport, prepared using attestation in accordance with the standards established by the American Institute of Certified Public Accountants, to the Trustee and each Rating Agency, to the effect that they have performed agreed upon procedures compared the mathematical calculations of certain amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsections 3.05(c)(i)(c)Section 3.04(b) during such fiscal year with the Servicer’s computer reports which were the source of such amounts and that, (d) and (e) above on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for each outstanding Series, and have identified such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerreport. A copy of such report may be obtained from the Servicer Trustee by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (i) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, commencing beginning with March 31, 20142003, the Servicer shall provide to the Indenture Trustee, Owner Trustee, any Credit Enhancement Provider, Provider and each Rating Agency a copy of the report required by 12 C.F.R. §§ 363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Control–Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Indenture Supplement, a copy of such report may be obtained by any Investor Certificateholder Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, beginning with March 31, 20142003, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the ServicerIndenture Trustee, prepared using attestation standards established by the American Institute of Certified Public Accountants, to the effect that they have performed agreed upon procedures examined Servicer’s assertions for each outstanding Series made pursuant to subsections 3.05(c)(i)(c), (d) and (e) above for each outstanding Seriesabove, and have identified concluded that such assertions are fairly stated in all material respects, except for such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the report. Servicer shall also provide copies of the report for each Series to each Rating Agency, the Trustee, provided that the Owner Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the ServicerEnhancement Provider. A copy of such report may be obtained from the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a)) and unless otherwise specified in the applicable Indenture Supplement, the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end March 15 of each fiscal year of the Transferorcalendar year, beginning March 3115, 2014, 2008 or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 20142003.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, commencing beginning with March 31, 20142003, the Servicer shall provide to the Indenture Trustee, Owner Trustee, any Credit Enhancement Provider, Provider and each Rating Agency a copy of the report required by 12 C.F.R. §Section 363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s 's assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s 's assertion is fairly stated in all material respects, based on the criteria established in “"Internal Control – - Integrated Framework” " issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Treadway Commission. Unless otherwise provided with respect to any Series axx Xxxxxs in the related Series Indenture Supplement, a copy of such report may be obtained by any Investor Certificateholder Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20142003, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the ServicerIndenture Trustee, prepared using attestation standards established by the American Institute of Certified Public Accountants, to the effect that they have performed agreed upon procedures examined Servicer's assertions for each outstanding Series made pursuant to subsections 3.05(c)(i)(c3.05(c), (d) and (e) above for each outstanding Seriesabove, and have identified concluded that such assertions are fairly stated in all material respects, except for such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the report. Servicer shall also provide copies of the report for each Series to each Rating Agency, the Trustee, provided that the Owner Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the ServicerEnhancement Provider. A copy of such report may be obtained from the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (i) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, commencing with March 31, 20142007, the Servicer shall provide to the Indenture Trustee, Owner Trustee, any Credit Enhancement Provider, Provider and each Rating Agency a copy of the report required by 12 C.F.R. §§ 363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Txxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Indenture Supplement, a copy of such report may be obtained by any Investor Certificateholder Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20142007, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the ServicerIndenture Trustee, prepared using attestation standards established by the American Institute of Certified Public Accountants, to the effect that they have performed agreed upon procedures examined Servicer’s assertions for each outstanding Series made pursuant to subsections 3.05(c)(i)(c), (d) and (e) above for each outstanding Seriesabove, and have identified concluded that such assertions are fairly stated in all material respects, except for such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the report. Servicer shall also provide copies of the report for each Series to each Rating Agency, the Trustee, provided that the Owner Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the ServicerEnhancement Provider. A copy of such report may be obtained from the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a)) and unless otherwise specified in the applicable Indenture Supplement, the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 15 of each calendar year, beginning March 3115, 20142008.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001‑D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, commencing with March 31, 2014if such 90th day is not a Business Day, the Servicer shall provide to next succeeding Business Day), the TrusteeServicer, any Credit Enhancement Provider, and each Rating Agency a copy on behalf of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from Trust, shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.05, a report, based upon established criteria that meets the effect thatstandards applicable to accountants' reports intended for general distribution, in accordance with attestation standards established by to the American Institute Trustee, the Transferor, any Credit Enhancement Provider and each Rating Agency, attesting to the fairness of Certified Public Accountants, such firm has either audited the assertion of the Servicer's management that its internal controls over financial reporting the functions performed as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is Servicer of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar yearTrust are effective, or the Servicer’s assertion is fairly stated in all material respects, based in providing reasonable assurance that Trust assets in the possession of or under the control of the Servicer are safeguarded against loss from unauthorized use or disposition, on the criteria established in “Internal Control – Integrated Framework” issued by date of such report, and a report attesting to the Committee of Sponsoring Organizations fairness of the Xxxxxxxx Commissionassertion of the Servicer's management that such servicing was conducted in conformity with the sections of this Agreement during such fiscal year, except for such exceptions or errors as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such report. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001‑D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, beginning with March 31if such 90th day is not a Business Day, 2014the next succeeding Business Day), the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish as provided in Section 13.05 a report (or reports) to the Servicerreport, prepared using attestation in accordance with the standards established by the American Institute of Certified Public Accountants, to the Trustee, the Transferor and each Rating Agency, to the effect that they have performed agreed upon procedures compared the mathematical calculations of certain amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsections 3.05(c)(i)(c)subsection 3.04(b) during such fiscal year with the Servicer's computer reports which were the source of such amounts and that, (d) and (e) above on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for each outstanding Series, and have identified such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerreport. A copy of such report may be obtained from the Servicer Trustee by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, commencing beginning with March 31, 20142003, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, Provider and each Rating Agency a copy of the report required by 12 C.F.R. §Section 363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined the Servicer’s 's assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s 's assertion is fairly stated in all material respects, based on the criteria established in “"Internal Control – Control--Integrated Framework” " issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Treadway Commission. Unless otherwise provided with respect to any Series tx xxx Xxries in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20142003, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the ServicerTrustee, prepared using attestation standards established by the American Institute of Certified Public Accountants, to the effect that they have performed agreed upon procedures examined the Servicer's assertions for each outstanding Series made pursuant to subsections 3.05(c)(i)(c3.05(c), (d) and (e) above for each outstanding Seriesabove, and have identified concluded that such assertions are fairly stated in all material respects, except for such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the report. The Servicer shall also provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm each Rating Agency and the ServicerEnhancement Provider. A copy of such report may be obtained from the Servicer by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, commencing with March 31, 2014, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20141999, the Master Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer Master Servicer, DNB, Mercantile or the Transferor) to furnish a report (or reports) to the ServicerTrustee, prepared using attestation standards established by the American Institute of Certified Public Accountantsany Enhancement Provider and each Rating Agency, to the effect that they have such firm has made a study and evaluation, in accordance with generally accepted auditing standards, of the Master Servicer's internal accounting controls, relative to the servicing of Accounts under this Agreement, and that, on the basis of such study and evaluation, such firm is of the opinion (assuming the accuracy of any reports generated by the Master Servicer's third party agents) that the system of internal accounting controls in effect on the date set forth in such report, relating to servicing procedures performed agreed upon procedures pursuant by the Master Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in amounts that would be material to subsections 3.05(c)(i)(cthe financial statements of the Master Servicer and that such servicing was conducted in compliance with the Sections of this Agreement during the period covered by such report (which shall be the period from January 1 to and including December 31 of the preceding calendar year), (d) except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the Master Servicer and (e) above for each outstanding Seriessuch other exceptions, and have identified errors or irregularities as shall be set forth in such report report. Unless otherwise provided with respect to any exceptions exceeding Series in the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicerrelated Supplement, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer. A a copy of such report may be obtained from the Servicer by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iiib) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on On or before March 31 of each calendar year, beginning with March 31, 2014.1999, the Master Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Master Servicer, DNB, Mercantile or the Transferor) to furnish a report, prepared using generally accepted auditing standards, to the Trustee and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Master Servicer pursuant to subsection 3.04(b) during the period covered by such report (which shall be the period from January 1 of the preceding calendar year to and including December 31 of such calendar year) with the Master Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for such exceptions as it believes to be immaterial to the financial statements of the Master Servicer and such other exceptions as shall be set forth in such

Annual Independent Accountants’ Servicing Report. (i) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, commencing with March 31, 20142007, the Servicer shall provide to the Indenture Trustee, Owner Trustee, any Credit Enhancement Provider, Provider and each Rating Agency a copy of the report required by 12 C.F.R. §Section 363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s 's assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s 's assertion is fairly stated in all material respects, based on the criteria established in “"Internal Control – Control-Integrated Framework” " issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Indenture Supplement, a copy of such report may be obtained by any Investor Certificateholder Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20142007, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the ServicerIndenture Trustee, prepared using attestation standards established by the American Institute 130 of Certified Public Accountants, to the effect that they have performed agreed upon procedures examined Servicer's assertions for each outstanding Series made pursuant to subsections 3.05(c)(i)(c), (d) and (e) above for each outstanding Seriesabove, and have identified concluded that such assertions are fairly stated in all material respects, except for such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the report. Servicer shall also provide copies of the report for each Series to each Rating Agency, the Trustee, provided that the Owner Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the ServicerEnhancement Provider. A copy of such report may be obtained from the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a)) and unless otherwise specified in the applicable Indenture Supplement, the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 15 of each calendar year, beginning March 3115, 20142008.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, commencing with March 31, 2014, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20141997, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish furnish, as provided in Section 13.5, a report (or reports) to the ServicerTrustee, prepared using attestation standards established by the American Institute of Certified Public Accountantsany Credit Enhancement Provider and each Rating Agency, to the effect that they have performed agreed upon procedures such firm has examined certain documents and records relating to the servicing of Receivables under this Agreement, compared the information contained in Servicer's certificates delivered pursuant to subsections 3.05(c)(i)(cthis Agreement during the period covered by such report with such documents and records and that, on the basis of such examination, such firm is of the opinion (assuming the accuracy of any reports generated by Servicer's third party agents) that such servicing was conducted in compliance with this Agreement during the period covered by such report (which shall be the prior calendar year, or the portion thereof falling after the Initial Closing Date), (d) except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the Servicer and (e) above for each outstanding Seriessuch other exceptions, and have identified errors or irregularities as shall be set forth in such report reports. Unless otherwise provided with respect to any exceptions exceeding Series in the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicerrelated Supplement, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer. A a copy of such report may be obtained from the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) Investor Holder by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iiib) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on On or before March 31 of each calendar year, beginning with March 31, 20141997, Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to Servicer or Transferor) to furnish, as provided in Section 13.5, a report, prepared using generally accepted auditing standards, to Trustee and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by Servicer pursuant to subsection 3.4(b) during the period covered by such report (which shall be the prior calendar year, or the portion thereof falling after the Initial Closing Date), with Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for such exceptions as it believes to be immaterial to the financial statements of the Servicer and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Holder by a request in writing to Trustee addressed to the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, commencing with March 31, 2014, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20142001, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer Servicer, DNB, DNB-La., Dillard's or the Transferor) to furnish furnish, as provided in Section 13.5, a report (or reports) addressed to the ServicerTrustee, prepared using attestation standards established by any Credit Enhancement Provider and the American Institute of Certified Public AccountantsTransferor, to the effect that they have performed agreed upon procedures pursuant to subsections 3.05(c)(i)(c)such firm has examined management's assertion that, as of the date of such report, the system of internal control over servicing of securitized credit card receivables met the criteria for effective internal control described in the report entitled "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (d"COSO") and (e) above for each outstanding Seriesthat in their opinion, and have identified management's assertion is fairly stated, in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerall material respects. A copy of such report may shall be obtained from distributed by the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm each Rating Agency and the Servicer) by a will be available for distribution to Certificateholders upon written request in writing therefor addressed to the Trustee addressed to at the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iiib) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on On or before March 31 of each calendar year, beginning with March 31, 20142001, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer, DNB, DNB-La., Dillard's or the Transferor) to furnish, as provided in Section 13.5, a report, prepared using generally accepted attestation standards, addressed to the Trustee, any Credit Enhancement Provider and the Transferor, to the effect that they have compared the amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.4(c) during the period covered by such report (which shall be the twelve-month period ending on December 31 of the preceding calendar year, or for the initial period, from the Closing Date until December 31, 2000 with the Servicer's computer reports which were the source of such amounts and found them to be in agreement or shall disclose any exceptions noted. Additionally, such firm shall recalculate the mathematical accuracy of amounts derived in the monthly certificates. A copy of such report shall be distributed by the Servicer to each Rating Agency and will be available for distribution to Certificateholders upon written request therefor addressed to the Trustee at the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, commencing beginning with March 31, 20142003, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, Provider and each Rating Agency a copy of the report required by 12 C.F.R. §Section 363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined the Servicer’s 's assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s 's assertion is fairly stated in all material respects, based on the criteria established in “"Internal Control – Control-Integrated Framework” " issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20142003, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the ServicerTrustee, prepared using attestation standards established by the American Institute of Certified Public Accountants, to the effect that they have performed agreed upon procedures examined the Servicer's assertions for each outstanding Series made pursuant to subsections 3.05(c)(i)(c3.05(c), (d) and (e) above for each outstanding Seriesabove, and have identified concluded that such assertions are fairly stated in all material respects, except for such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the report. The Servicer shall also provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm each Rating Agency and the ServicerEnhancement Provider. A copy of such report may be obtained from the Servicer by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) Within the earlier of this subsection 3.06(b), on or before March 31 90 days after the end of each calendar yearfiscal year of the Servicer or such date as required by Regulation AB, commencing with March 31, 2014beginning after the end of fiscal year 2006, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency cause a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from a registered public accounting firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish to the effect thatTrustee, in accordance any Credit Enhancement Provider and each Rating Agency an attestation report on each assessment of compliance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the servicing criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to the Servicer or any Series in Affiliate thereof during the related Series Supplementfiscal year delivered by such accountants pursuant to Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, a however, that on or before the 90th day after the end of fiscal year 2005, the Servicer shall cause to be furnished such reports as were required to be delivered pursuant to, and in accordance with, subsection 3.6(a) of this Agreement as written prior to giving effect to the Fifth Amendment. A copy of such report or reports may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20141997, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish furnish, as provided in Section 13.5, a report (or reports) to the Servicerreport, prepared using generally accepted attestation standards established by standards, addressed to the American Institute of Certified Public AccountantsTrustee, any Credit Enhancement Provider and the Transferor, to the effect that they have performed agreed upon procedures randomly selected at least one (1) of the monthly certificates forwarded by the Servicer pursuant to subsections 3.05(c)(i)(c)subsection 3.4(b) during each of the three month periods ended March 31, June 30, September 30 and December 31 during the period covered by such report (dwhich shall be the twelve month period ending on December 31 of the preceding calendar year) and (e) above for each outstanding Series, compared such amounts with the Servicer’s computer reports which were the source of such amounts and have identified found them to be in such report agreement or shall disclose any exceptions exceeding noted. Additionally, such firm shall recalculate the amount agreed to within mathematical accuracy of amounts derived in the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicermonthly certificates. A copy of such report may shall be obtained from distributed by the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement Trustee to the engagement letter between the certified public accounting firm Rating Agency and the Servicer) by a will be available for distribution to Certificateholders upon written request in writing therefor addressed to the Trustee addressed to at the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on or before March 31 of each calendar year, commencing with March 31, 2014, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s assertion is fairly stated in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to Trustee addressed to the Corporate Trust Office. (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20142000, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer Servicer, DNB, DNB-La., Dillard's or the Transferor) to furnish furnish, as provided in Section 13.5, a report (or reports) addressed to the ServicerTrustee, prepared using attestation standards established by any Credit Enhancement Provider and the American Institute of Certified Public AccountantsTransferor, to the effect that they have performed agreed upon procedures pursuant to subsections 3.05(c)(i)(c)such firm has examined management's assertion that, as of the date of such report, the system of internal control over servicing of securitized credit card receivables met the criteria for effective internal control described in the report entitled "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (d"COSO") and (e) above for each outstanding Seriesthat in their opinion, and have identified management's assertion is fairly stated, in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerall material respects. A copy of such report may shall be obtained from distributed by the Servicer by any Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement Trustee to the engagement letter between the certified public accounting firm Rating Agency and the Servicer) by a will be available for distribution to Certificateholders upon written request in writing therefor addressed to the Trustee addressed to at the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iiib) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on On or before March 31 of each calendar year, beginning with March 31, 20142000, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer, DNB, DNB-La., Dillard's or the Transferor) to furnish, as provided in Section 13.5, a report, prepared using generally accepted attestation standards, addressed to the Trustee, any Credit Enhancement Provider and the Transferor, to the effect that they have compared the amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.4(c) during the period covered by such report (which shall be the twelve-month period ending on December 31 of the preceding calendar year, or for the initial period, from the Closing Date until December 31, 1999 with the Servicer's computer reports which were the source of such amounts and found them to be in agreement or shall disclose any exceptions noted. Additionally, such firm shall recalculate the mathematical accuracy of amounts derived in the monthly certificates. A copy of such report shall be distributed by the Trustee to the Rating Agency and will be available for distribution to Certificateholders upon written request therefor addressed to the Trustee at the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (i) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, commencing with March 31, 20142007, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, Provider and each the Rating Agency a copy of the report required by 12 C.F.R. §Section 363.3(b) (or any comparable successor regulation) from a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to the effect that, in accordance with attestation standards established by the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined the Servicer’s 's assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar year, or the Servicer’s 's assertion is fairly stated in all material respects, based on the criteria established in “"Internal Control – Control-Integrated Framework” " issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.. 148 (ii) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 of each calendar year, beginning with March 31, 20142007, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the ServicerTrustee, prepared using attestation standards established by the American Institute of Certified Public Accountants, to the effect that they have performed agreed upon procedures examined the Servicer's assertions for each outstanding Series made pursuant to subsections 3.05(c)(i)(c), (d) and (e) above for each outstanding Seriesabove, and have identified concluded that such assertions are fairly stated in all material respects, except for such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the report. The Servicer shall also provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm each Rating Agency and the ServicerEnhancement Provider. A copy of such report may be obtained from the Servicer by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a)3.06 (a) and unless otherwise specified in the applicable Supplement, the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 15 of each calendar year, beginning March 3115, 20142008.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001-D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, commencing with March 31, 2014if such 90th day is not a Business Day, the Servicer shall provide to next succeeding Business Day), the TrusteeServicer, any Credit Enhancement Provider, and each Rating Agency a copy on behalf of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from Trust, shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.05, a report, based upon established criteria that meets the effect thatstandards applicable to accountants’ reports intended for general distribution, in accordance with attestation standards established by to the American Institute Trustee, the Transferor, any Credit Enhancement Provider and each Rating Agency, attesting to the fairness of Certified Public Accountants, such firm has either audited the assertion of the Servicer’s management that its internal controls over financial reporting the functions performed as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that such firm is Servicer of the opinion that either the Servicer has maintained effective internal control over financial reporting as of December 31 of the calendar yearTrust are effective, or the Servicer’s assertion is fairly stated in all material respects, based in providing reasonable assurance that Trust assets in the possession of or under the control of the Servicer are safeguarded against loss from unauthorized use or disposition, on the criteria established in “Internal Control – Integrated Framework” issued by date of such report, and a report attesting to the Committee of Sponsoring Organizations fairness of the Xxxxxxxx Commissionassertion of the Servicer’s management that such servicing was conducted in conformity with the sections of this Agreement during such fiscal year, except for such exceptions or errors as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such report. Unless otherwise provided with respect to any Series in the related Series Supplement, a copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) Except as specified in any Supplement for a related Series, and for so long as any Series of this subsection 3.06(b)Certificates other than Series 2001-D is outstanding, on or before March 31 the 90th day following the end of each calendar yearfiscal year of the Trust (or, beginning with March 31if such 90th day is not a Business Day, 2014the next succeeding Business Day), the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish as provided in Section 13.05 a report (or reports) to the Servicerreport, prepared using attestation in accordance with the standards established by the American Institute of Certified Public Accountants, to the Trustee, the Transferor and each Rating Agency, to the effect that they have performed agreed upon procedures compared the mathematical calculations of certain amounts set forth in the monthly certificates forwarded by the Servicer pursuant to subsections 3.05(c)(i)(c)Section 3.04(b) during such fiscal year with the Servicer’s computer reports which were the source of such amounts and that, (d) and (e) above on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for each outstanding Series, and have identified such exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerreport. A copy of such report may be obtained from the Servicer Trustee by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.

Annual Independent Accountants’ Servicing Report. (ia) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 September 30, of each calendar year, commencing beginning with March 31September 30, 20141993, the Servicer shall provide to the Trustee, any Credit Enhancement Provider, and each Rating Agency a copy of the report required by 12 C.F.R. §363.3(b) (or any comparable successor regulation) from cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report to the Trustee, any Enhancement Provider and the Rating Agency, to the effect that, that such firm has made a study and evaluation in accordance with attestation generally accepted auditing standards established by of the American Institute of Certified Public Accountants, such firm has either audited internal controls over financial reporting as of December 31 of such calendar year, or examined Servicer’s assertion that it maintained effective 's internal accounting controls during relative to the preceding calendar yearservicing of Accounts under this Agreement, and that that, on the basis of such examination, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that either the Servicer has maintained effective system of internal accounting controls in effect for the fiscal year ending on June 30 of such year relating to servicing procedures performed by the Servicer, taken as a whole, provided reasonable assurance that internal control over financial reporting as system was sufficient for the prevention and detection of December 31 errors and irregularities and that such servicing was conducted in compliance with such provisions of this Agreement of which such accountants can reasonably be expected to possess adequate knowledge of the calendar yearsubject matter, or the Servicer’s assertion which are susceptible of positive assurance by such accountants and for which their professional competence is fairly stated relevant, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in all material respects, based on the criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commissionsuch statement. Unless otherwise provided with respect to any Series in the related Series Supplement, a A copy of such report may be obtained by any Investor Participation Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (iib) Subject to clause (iii) of this subsection 3.06(b), on On or before March 31 September 30 of each calendar year, beginning with March 31September 30, 20141993, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (or reports) to the ServicerTrustee, prepared using attestation standards established by any Enhancement Provider and the American Institute of Certified Public Accountants, Rating Agency to the effect that they have performed agreed upon procedures compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsections 3.05(c)(i)(c)subsection 3.04(b) during the period covered by such report (which shall be the period from July 1 of the preceding calendar year to and including June 30 of such calendar year, (dor for the initial period, from the Closing Date until June 30, 1993) with the Servicer's computer reports which were the source of such amounts and (e) above that on the basis of such comparison, such amounts are in agreement, except for each outstanding Series, such exceptions as they believe to be immaterial and have identified such other exceptions as shall be set forth in such report any exceptions exceeding the amount agreed to within the engagement letter between the independent certified public accounting firm and the Servicer, and the Servicer shall provide copies of the report for each Series to the Trustee, provided that the Trustee has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicerreport. A copy of such report may be obtained from the Servicer by any Investor Certificateholder or Credit Enhancement Provider (provided that such person has signed the appropriate supplement to the engagement letter between the certified public accounting firm and the Servicer) by a request in writing to the Trustee addressed to the Corporate Trust Office, who shall forward such request to the Servicer. For the avoidance of doubt, the Trustee is not responsible for determining the scope of the report to be delivered pursuant to this subsection 3.06(b)(ii) or the terms of the engagement letter between the certified public accounting firm and the Servicer, and the Trustee will sign the supplement to the engagement letter only if directed to do so by the Servicer. (iii) To the extent the Servicer is not obligated to deliver the attestation report specified in subsection 3.06(a), the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) on or before the 90th day following the end of each fiscal year of the Transferor, beginning March 31, 2014, or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 31 of each calendar year, beginning March 31, 2014.