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

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end of each fiscal year of the Servicer, the Servicer shall cause a firm of nationally recognized independent 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 such firm has examined the assertion of the Servicer that it has maintained effective internal control over the servicing of Accounts under this Agreement and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and 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 such assertion is fairly stated in all material respects. 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. (b) Within four months after the end of each fiscal year of the Servicer, 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 to the Servicer to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such report (which shall be each fiscal year of the Servicer) with the Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before March 31 of each fiscal year of the Servicercalendar year, beginning with March 31, 1994, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the TransferorSeller) to furnish furnish, as provided in Section 13.5, a report to the Trustee, any Enhancement Provider and the Servicer, ------------ the Rating Agency, and any Certificate Owner, upon the written request of such Certificate Owner, to the effect that such firm has examined the assertion made a study and evaluation of the Servicer that it has maintained effective Servicer's internal control over accounting controls relative to the servicing of Accounts under this Agreement and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants Agreement, and that, on the basis of such examinationstudy and evaluation, such firm is of the opinion (assuming the -62- accuracy of any reports generated by the Servicer's third party agents) that the system of internal accounting controls in effect on the date set forth in such assertion is fairly stated report, relating to servicing procedures performed by the Servicer pursuant to Article IV of this ---------- Agreement, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in all amounts that would be material respectsto the financial statements of the Servicer and that such servicing was conducted in compliance with Article IV of this Agreement, except for such exceptions, errors or ---------- irregularities as such firm shall believe to be immaterial to the financial statements of the Servicer and such other exceptions, errors or irregularities as shall be set forth in such report. A Unless otherwise provided with respect to any Series in the related 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. (b) Within four months after the end On or before March 31 of each fiscal year of the Servicercalendar year, beginning with March 31, 1994, 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 furnish, as provided in Section 13.5, a report to the Servicer Trustee, Servicer, the ------------ Rating Agency and any Certificate Owner, upon the written request of such Certificate Owner, to the effect that they have compared the mathematical calculations of each amount amounts set forth in the monthly statements and certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(b) during the period covered by such report (which shall be each fiscal year the ----------------- period from January 1 of the Servicerpreceding calendar year to and including December 31 of such calendar year, or for the initial period, from the Closing Date until December 31, 1993) with the Servicer's computer reports and statements of any agents engaged by the Servicer to perform servicing activities which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for such exceptions as they believe 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 Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before April 30 of each fiscal year of the Servicercalendar year, beginning with April 30, 2000, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the TransferorSeller) to furnish furnish, as provided in Section 13.05, a report to the Indenture Trustee, the Servicer, any Enhancement Provider and the each Rating Agency, Agency to the effect provided in the following sentence and a Servicing Officer shall deliver to such firm, in advance of the date by which such firm is to deliver its report (as may be reasonably requested by such firm) a certificate that the Servicer has, during the calendar year preceding the date of such firm's report, complied in all material respects with the terms and conditions set forth in Article III and IV hereof and Section 2.20 and Article 5 of the Base Indenture in each case as supplemented by each Series Supplement, subclause (c) of Section 2.01 hereof and subclause (ii)(A) of subsection 2.06(d) hereof (the "Servicer's Compliance Certificate"). Such report shall provide that such firm has examined the assertion Servicer's Compliance Certificate for the related calendar year, including a review of the Servicer that it has maintained effective internal control over certain documents and records relating to the servicing of Accounts Receivables under this Agreement Agreement, the Base Indenture and has completed such examination each Series Supplement, and compared the information contained in accordance with standards established the Monthly Servicer Reports forwarded by the American Institute Servicer pursuant to subsection 3.04(b) during the period covered by such firm's report (which shall be the period from and including January 1 of Certified Public Accountants the preceding calendar year to and including December 31 of the preceding calendar year, or, for the initial period, from and including the Initial Closing Date until December 31, 2000) 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 that the Servicer's third party agents) that such assertion is Compliance Certificate has been fairly stated in all material respects, except for such exceptions as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such report. A 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 Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) Within four months after the end On or before April 30 of each fiscal year of the Servicercalendar year, beginning with April 30, 2000, the Servicer has caused or shall cause cause, as the case may be, 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, a report to the Servicer Indenture Trustee, the Servicer, any Enhancement Provider and each Rating Agency, to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates Monthly Servicer Reports forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such report (which shall be each fiscal year the period from and including January 1 of the Servicer) preceding calendar year to and including December 31 of the preceding calendar year, or, for the initial period, from the Initial Closing Date until December 31, 2000 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 such exceptions as they believe it believes to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before May 30 of each fiscal year of the Servicercalendar year, beginning with May 30, 1994, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer Servicer, the Seller or the TransferorOriginator) to furnish a report to the Trustee, any each Purchaser Representative and each Enhancement Provider and the Rating AgencyProvider, to the effect that such firm has examined made a study and evaluation, in accordance with the assertion procedures specified in Exhibit G, of the Servicer that it has maintained effective Servicer's internal control over accounting controls relative to the servicing of Accounts under this Agreement, any Supplement and any Receivables Purchase Agreement and has completed such examination in accordance with standards established by for the American Institute of Certified Public Accountants prior calendar year, and that, on the basis of such examinationstudy and evaluation, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that the system of internal accounting controls in effect on the date set forth in such assertion is fairly stated report, relating to servicing procedures performed by the Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in all amounts that would be material respectsto the financial statements of Charming Shoppes, Inc. or the assets of the Trust and that such servicing was conducted in compliance with this Agreement during the period covered by such report, except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of Charming Shoppes, Inc. or immaterial to the assets of the Trust and such other exceptions, errors or irregularities as shall be set forth in such report. The Servicer shall investigate and correct such material exceptions, errors or irregularities at its own expense. A copy of such report may be obtained by any Investor Certificateholder or Receivables Purchaser by a request in writing to the Trustee addressed to the Corporate Trust OfficeOffice or as set forth in any Supplement or Receivables Purchase Agreement. (b) Within four months after the end On or before May 30 of each fiscal year of the Servicercalendar year, beginning with May 30, 1994, the Servicer shall cause a firm of nationally recognized independent certified public Public accountants (who may also render other services to the Servicer Servicer, the Seller or the TransferorOriginator) to furnish a report to the Servicer Trustee, each Purchaser Representative and each Enhancement Provider, prepared using generally accepted auditing standards, to the effect that they have such firm has compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(b) during the period covered by such report (which shall be each fiscal prior calendar year of the Servicer) 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 such exceptions as they believe it believes to be immaterial to the accuracy of the information set forth in such certificates 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 Certificateholder or Receivables Purchaser by a request in writing to the Trustee addressed to the Corporate Trust Office or as set forth in any Supplement or Receivables Purchase Agreement.

Annual Independent Accountants’ Servicing Report. (a) Within four months after 100 days of the end of each fiscal year of the Serviceryear, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a an attestation report (addressed to the Servicer) with respect to the prior fiscal year (or, in the case of the first such period, the period beginning on the Initial Closing Date and ending on the last day of the related fiscal year) to the Transferor, the Trustee, any Enhancement Provider and the each Rating Agency, to the effect that such firm has examined the assertion of the Servicer that it has maintained effective internal control over applied certain procedures relating to the servicing of Accounts under this Agreement the receivables and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and that, based on the basis results of such examinationprocedures performed, such firm is management’s assertion that the servicing of receivables has been conducted in compliance with the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) terms and conditions set forth in this Article III and that such assertion is fairly stated presented, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in all material respects. 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 Officestatement. (b) Within four months after 100 days of the end of each fiscal year of the Serviceryear, 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 (addressed to the Servicer Servicer) to the Transferor, the Trustee, any Enhancement Provider and the Rating Agency to the effect that they have compared the mathematical calculations of each amount amounts and percentages set forth in four of the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(c) during the period covered by such report with the computer reports (which shall be each fiscal year of may include personal computer generated reports that summarize data from the computer reports generated by either the Transferor or Servicer) with the Servicer's computer reports which were the source of such amounts and percentages and that on the basis of such comparison, such amounts and percentages are in agreement, agreement except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report will be sent by the Trustee to each Investor Securityholder. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before May 30 of each fiscal year of the Servicercalendar year, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report to the Trusteebeginning with May 30, any Enhancement Provider and the Rating Agency, to the effect that such firm has examined the assertion of the Servicer that it has maintained effective internal control over the servicing of Accounts under this Agreement and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and 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 such assertion is fairly stated in all material respects. 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. (b) Within four months after the end of each fiscal year of the Servicer1994, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer Servicer, the Seller or the TransferorOriginator) to furnish a report to the Servicer Trustee, each Purchaser Representative and each Enhancement Provider, to the effect that they have such firm has made a study and evaluation, in accordance with the procedures specified in Exhibit G, of the Servicer’s internal accounting controls relative to the servicing of Accounts under this Agreement, any Supplement and any Receivables Purchase Agreement for the prior calendar year, 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 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 by the Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in amounts that would be material to the financial statements of Charming Shoppes, Inc. or the assets of the Trust and that such servicing was conducted in compliance with this Agreement during the period covered by such report, except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of Charming Shoppes, Inc. or immaterial to the assets of the Trust and such other exceptions, errors or irregularities as shall be set forth in such report. The Servicer shall investigate and correct such material exceptions, errors or irregularities at its own expense. A copy of such report may be obtained by any Investor Certificateholder or Receivables Purchaser by a request in writing to the Trustee addressed to the Corporate Trust Office or as set forth in any Supplement or Receivables Purchase Agreement. (b) On or before May 30 of each calendar year, beginning with May 30, 1994, the Servicer shall cause a firm of nationally recognized independent certified Public accountants (who may also render other services to the Servicer, the Seller or the Originator) to furnish a report to the Trustee, each Purchaser Representative and each Enhancement Provider, prepared using generally accepted auditing standards, to the effect that such firm has compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(b) during the period covered by such report (which shall be each fiscal prior calendar year of the Servicer) with the Servicer's ’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 they believe it believes to be immaterial to the accuracy of the information set forth in such certificates 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 Certificateholder or Receivables Purchaser by a request in writing to the Trustee addressed to the Corporate Trust Office or as set forth in any Supplement or Receivables Purchase Agreement.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before March 31 of each fiscal year of the Servicercalendar year, beginning with March 31, 1994, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the TransferorSeller) to furnish furnish, as provided in Section 13.5, a report to the Trustee, any Enhancement Provider and the Servicer, ------------ the Rating Agency, and any Certificate Owner, upon the written request of such Certificate Owner, to the effect that such firm has examined the assertion made a study and evaluation of the Servicer that it has maintained effective Servicer's internal control over accounting controls relative to the servicing of Accounts under this Agreement and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants Agreement, and that, on the basis of such examinationstudy and evaluation, such firm is of the opinion (assuming the -61- accuracy of any reports generated by the Servicer's third party agents) that the system of internal accounting controls in effect on the date set forth in such assertion is fairly stated report, relating to servicing procedures performed by the Servicer pursuant to Article IV of this Agreement, taken as a whole, was sufficient for the ---------- prevention and detection of errors and irregularities in all amounts that would be material respectsto the financial statements of the Servicer and that such servicing was conducted in compliance with Article IV of this Agreement, except for such ---------- exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the Servicer and such other exceptions, errors or irregularities as shall be set forth in such report. A Unless otherwise provided with respect to any Series in the related 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. (b) Within four months after the end On or before March 31 of each fiscal year of the Servicercalendar year, beginning with March 31, 1994, 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 furnish, as provided in Section 13.5, a report to the Servicer Trustee, Servicer, the ------------ Rating Agency and any Certificate Owner, upon the written request of such Certificate Owner, to the effect that they have compared the mathematical calculations of each amount amounts set forth in the monthly statements and certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(b) during the period covered by such report (which shall be each fiscal year the ----------------- period from January 1 of the Servicerpreceding calendar year to and including December 31 of such calendar year, or for the initial period, from the Closing Date until December 31, 1993) with the Servicer's computer reports and statements of any agents engaged by the Servicer to perform servicing activities which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for such exceptions as they believe 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 Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end of each fiscal year of the Servicer, the Servicer shall cause a firm of nationally recognized independent 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 such firm has examined the assertion of the Servicer that it has maintained effective internal control over the servicing of Accounts under this Agreement and has complied with the provisions of this Agreement with respect to the servicing of Accounts, and that such firm has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and 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 such assertion is fairly stated in all material respects. 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. (b) Within four months after the end of each fiscal year of the Servicer, 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 to the Servicer to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such report (which shall be each fiscal year of the ServicerServicer or, with respect to the report to be delivered on or before April 30, 1998, the six-month period from July 1, 1997 through December 31, 1997) with the Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report." SECTION 2.1 Ratification of Master Pooling and Servicing Agreement. As amended by this Amendment, the Master Pooling and Servicing Agreement is in all respects ratified and confirmed, and the Master Pooling and Servicing Agreement, as so amended by this Amendment, shall be read, taken and construed as one and the same instrument.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before April 30 of each fiscal year of the Servicercalendar year, beginning with April 30, 1996, the Servicer has caused or shall cause cause, as the case may be, a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish furnish, as provided in Section 13.05, a report to the Trustee, the Servicer, any Credit Enhancement Provider and the each Rating Agency, Agency to the effect provided in the following sentence and a Servicing Officer shall deliver to such firm, in advance of the date by which such firm is to deliver its report (as may be reasonably requested by such firm) a certificate that the Servicer has, during the calendar year preceding the date of such firm's report, complied in all material respects with the terms and conditions set forth in Article III and Article IV, in each case as supplemented by each Supplement, subclause (i) of the third paragraph of Section 2.01 hereof and subclause (ii)(A) of subsection 2.06(d) hereof (the "Servicer's Compliance Certificate"). Such report shall provide that such firm has examined the assertion Servicer's Compliance Certificate for the related calendar year, including a review of the Servicer that it has maintained effective internal control over certain documents and records relating to the servicing of Accounts Receivables under this Agreement and has completed such examination each Supplement, and compared the information contained in accordance with standards established the Monthly Servicer Reports forwarded by the American Institute Servicer pursuant to subsection 3.04(b) during the period covered by such firm's report (which shall be the period from and including January 1 of Certified Public Accountants the preceding calendar year to and including December 31 of the preceding calendar year, or, for the initial period, from the Initial Closing Date until December 31, 1995) 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 that the Servicer's third party agents) that such assertion is Compliance Certificate has been fairly stated in all material respects, except for such exceptions as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such report. A Unless otherwise provided with respect to any Series in the related 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. (b) Within four months after the end On or before April 30 of each fiscal year of the Servicercalendar year, beginning with April 30, 1996, the Servicer has caused or shall cause cause, as the case may be, 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 13.05, a report to the Servicer Trustee, the Servicer, any Credit Enhancement Provider and each Rating Agency, to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates Monthly Servicer Reports forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such report (which shall be each fiscal year the period from and including January 1 of the Servicerpreceding calendar year to and including December 31 of the preceding calendar year, or, for the initial period, from the Initial Closing Date until December 31, 1995) 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 such exceptions as they believe it believes to be immaterial and such other exceptions as shall be set forth in such report. 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.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before April 30 of each fiscal year of the Servicercalendar year, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report to the Trusteebeginning with April 30, any Enhancement Provider and the Rating Agency, to the effect that such firm has examined the assertion of the Servicer that it has maintained effective internal control over the servicing of Accounts under this Agreement and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and 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 such assertion is fairly stated in all material respects. 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. (b) Within four months after the end of each fiscal year of the Servicer1998, 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, prepared using generally accepted auditing standards, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement, and that, based upon such agreed upon procedures, such firm will provide a report stating that the servicing was conducted in compliance with Article III and IV and Section 8.8 of this Agreement and any Supplement, except for such exceptions or errors as they believe to be immaterial and such other exceptions as shall be set forth in such statement. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before April 30 of each calendar year, beginning with April 30, 1998, 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 auditing standards, to the Trustee and the Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the 57 monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(b) during the period covered by such report (which shall be each fiscal preceding calendar year of the Servicer) 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 such exceptions as they believe 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 Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (a) Within four months after 100 days of the end of each fiscal year of the Serviceryear, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report with respect to the prior fiscal year (or, in the case of the first such period, the period beginning on the Initial Closing Date and ending on the last day of the related fiscal year) to the Transferor, the Trustee, any Enhancement Provider and the each Rating Agency, to the effect that such firm has examined applied certain procedures, agreed upon with the assertion of Transferor, the Servicer that it has maintained effective internal control over and the Trustee and substantially as set forth in Exhibit G hereto, which would re-perform certain accounting procedures performed by the Servicer pursuant to certain documents and records relating to the servicing of the Accounts under this Agreement Agreement. In addition, each report shall set forth the agreed upon procedures performed and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and that, on the basis results of such examination, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that such assertion is fairly stated in all material respects. 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 Officeprocedures. (b) Within four months after 100 days of the end of each fiscal year of the Serviceryear, 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 to the Servicer Transferor, the Trustee, any Enhancement Provider and the Rating Agency to the effect that they have compared the mathematical calculations of each amount amounts and percentages set forth in four of the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(c) during the period covered by such report with the computer reports (which shall be each fiscal year of may include personal computer generated reports that summarize data from the Servicer) with the Servicer's computer reports generated by either the Transferor or Servicer which are used to prepare the Daily Reports) which were the source of such amounts and percentages and that on the basis of such comparison, such amounts and percentages are in agreement, agreement except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report will be sent by the Trustee to each Investor Securityholder.

Annual Independent Accountants’ Servicing Report. (ai) Within four months after the end of each fiscal year of the ServicerOn or before March 31, 2007, the Servicer shall cause provide to the Trustee, any Enhancement Provider and the 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 furnish a report to the Trustee, any Enhancement Provider and the Rating Agency, to the effect that such firm has examined the assertion of the Servicer that it has maintained effective internal control over the servicing of Accounts under this Agreement and has completed such examination that, in accordance with attestation standards established by the American Institute of Certified Public Accountants Accountants, such firm has examined the Servicer’s assertion that it maintained effective internal accounting controls during the preceding calendar year, and that, on the basis of such examination, that such firm is of the opinion (assuming the accuracy of any reports generated by that the Servicer's third party agents) that such ’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 Txxxxxxx Commission. A Unless otherwise provided with respect to any Series in the related 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. (bii) Within four months after the end of each fiscal year of the ServicerOn or before March 31, 2007, 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 Trustee, prepared using attestation standards established by the American Institute of Certified Public Accountants, to the effect that they have compared examined the mathematical calculations of Servicer’s assertions for each amount set forth in the monthly certificates forwarded by the Servicer outstanding Series made pursuant to subsection 3.04(bsubsections 3.05(c)(i)(c), (d) during the period covered by and (e) above, and have concluded that such report (which shall be each fiscal year of the Servicer) with the Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such amounts assertions are fairly stated in agreementall material respects, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. The Servicer shall also provide copies of the report for each Series to each Rating Agency and Enhancement Provider. 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. (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 Supplement, the Servicer may, at its option, elect to provide either the attestation report specified in subsection 3.06(a) or the accountant reports specified in subsections 3.06(b)(i) and (ii), on or before March 15 of each calendar year, beginning March 15, 2008.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end of each fiscal year of the Servicer, the The Servicer shall cause a firm of nationally recognized independent public accountants (chartered accountants, who may also render other services to the Servicer or to the Transferor) Seller, to furnish deliver to the Custodian, the Rating Agencies, each Agent and each Enhancement Provider on or before April 30 of each year, beginning April 30, 1993, a report addressed to the Trustee, any Enhancement Provider Board of Directors of the Servicer and to the Rating AgencyCustodian, to the effect that such firm has examined the assertion financial statements of the Servicer and issued its report thereon and that it has maintained effective internal control over such examination: (a) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, (b) included tests relating to wholesale receivables (including financing arrangements with Dealers to finance their automobile and light-duty truck inventory) serviced for others which procedures will be agreed upon by the Custodian, CCCL and the chartered accountants and will be based upon the requirements of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to the servicing of Accounts under obligations set forth in this Agreement and has completed such examination (c) except as described in accordance the report, disclosed no exceptions or errors in the records relating to wholesale receivables (including financing arrangements with standards established Dealers to finance their automobile and light-duty truck inventory) serviced for others that, in the firm's opinion, and as agreed upon by the American Institute of Certified Public Accountants Custodian and thatCCCL, on the basis using paragraph four of such examination, Uniform Single Audit Program as a basis requires such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that such assertion is fairly stated in all material respectsto report. A copy of such report may be obtained by any Investor Master Custodial Certificateholder by a request in writing to the Trustee Custodian addressed to the Corporate Custodial Trust Office. (b) Within four months after the end of each fiscal year of the Servicer, 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 to the Servicer to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such report (which shall be each fiscal year of the Servicer) with the Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report.

Annual Independent Accountants’ Servicing Report. (a) Within four months after 100 days of the end of each fiscal year of the Serviceryear, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report with respect to the prior fiscal year (or, in the case of the first such period, the period beginning on the Initial Closing Date and ending on the last day of the related fiscal year) to the Trustee, any Enhancement Provider and the each Rating Agency, to the effect that such firm has examined the assertion of applied certain procedures, agreed upon with the Servicer that it has maintained effective internal control over and the Trustee and substantially as set forth in Exhibit G hereto, which would re-perform certain accounting procedures performed by the Servicer pursuant to certain documents and records relating to the servicing of the Accounts under this Agreement Agreement. In addition, each report shall set forth the agreed upon procedures performed and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and that, on the basis results of such examination, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that such assertion is fairly stated in all material respects. 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 Officeprocedures. (b) Within four months after 100 days of the end of each fiscal year of the Serviceryear, 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 to the Servicer Trustee, any Enhancement Provider and the Rating Agency to the effect that they have compared the mathematical calculations of each amount amounts and percentages set forth in four of the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(c) during the period covered by such report with the computer reports (which shall be each fiscal year of may include personal computer generated reports that summarize data from the Servicer) with the Servicer's computer reports generated by either the Transferor or Servicer which are used to prepare the Daily Reports) which were the source of such amounts and percentages and that on the basis of such comparison, such amounts and percentages are in agreement, agreement except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report will be sent by the Trustee to each Investor Securityholder.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before March 31 of each fiscal year of the Servicercalendar year, beginning with March 31, 2002, 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 to the Trustee, any Credit Enhancement Provider and the each Rating Agency, to the effect that such firm has examined the assertion Servicer's compliance with Sections 4.2, 4.3, 4.5 and 8.8 of this Agreement, Sections 4.7(a)(i) and 4.8 of the Servicer that it has maintained effective internal control over the servicing of Accounts under this Agreement Series 2001-1 Supplement and has completed such examination equivalent sections in accordance with standards established by the American Institute of Certified Public Accountants any other Supplement, and 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 such assertion is fairly stated servicing was conducted in all material respectscompliance with those sections of this Agreement and each such Supplement during the period covered by such report (which shall be the prior calendar year, or the portion thereof falling after the Initial Closing Date), except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the assets of the Trust and such other exceptions, errors or irregularities as shall be set forth in such reports. A Unless otherwise provided with respect to any Series in the related Supplement, a copy of such report may be obtained by any Investor Certificateholder Holder by a request in writing to the Trustee addressed to the Corporate Trust Office. Nothing shall require the Trustee to execute any engagement letter in respect of such report unless instructed to in writing by the Servicer, it being understood that the Trustee shall not be obligated to review, nor be deemed to express any opinion regarding the sufficiency of, the agreed upon procedures or any other matter described in such engagement letter or report. (b) Within four months after the end On or before March 31 of each fiscal year of the Servicercalendar year, beginning with March 31, 2002, 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 report, prepared using generally accepted auditing standards, to the Servicer and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in a random selection of four of the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(b) during the period covered by such report (which shall be each fiscal year of the Servicer) prior calendar year, or the portion thereof falling after the Initial Closing Date), 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 such exceptions as they believe it believes to be immaterial to the assets of the Trust 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 the Trustee addressed to the Corporate Trust Office. The Trustee shall promptly notify the Servicer in writing of any such request and the Servicer shall send a copy of such report to the address specified in writing by the Trustee.

Annual Independent Accountants’ Servicing Report. (a) Within four months after 100 days of the end of each fiscal year of the Serviceryear, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report with respect to the prior fiscal year (or, in the case of the first such period, the period beginning on the Initial Closing Date and ending on the last day of the related fiscal year) to the Trustee, any Enhancement Provider and the each Rating Agency, to the effect that such firm has examined the assertion of applied certain procedures, agreed upon with the Servicer that it has maintained effective internal control over and the Trustee and substantially as set forth in Exhibit G hereto, which would re- perform certain accounting procedures performed by the Servicer pursuant to certain documents and records relating to the servicing of the Accounts under this Agreement Agreement. In addition, each report shall set forth the agreed upon procedures performed and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and that, on the basis results of such examination, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that such assertion is fairly stated in all material respects. 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 Officeprocedures. (b) Within four months after 100 days of the end of each fiscal year of the Serviceryear, 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 to the Servicer Trustee, any Enhancement Provider and the Rating Agency to the effect that they have compared the mathematical calculations of each amount amounts and percentages set forth in four of the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(c) during the period covered by such report with the computer reports (which shall be each fiscal year of may include personal computer generated reports that summarize data from the Servicer) with the Servicer's computer reports generated by either the Transferor or Servicer which are used to prepare the Daily Reports) which were the source of such amounts and percentages and that on the basis of such comparison, such amounts and percentages are in agreement, agreement except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report will be sent by the Trustee to each Investor Securityholder.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before May 1 of each fiscal year Fiscal Year of the ServicerParent, beginning with May 1, 1999, the Servicer POOLING AND SERVICING AGREEMENT shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer Servicer, the Transferor or the Transferorany Originator) to furnish a report to the Trustee, any Trustee and each Enhancement Provider and the Rating AgencyProvider, to the effect that such firm has examined made a study and evaluation, in accordance with the assertion procedures specified in Exhibit D, of the Servicer that it has maintained effective Servicer's internal control over accounting controls relative to the servicing of Accounts under this Agreement and has completed such examination in accordance with standards established by any Supplement for the American Institute of Certified Public Accountants prior Fiscal Year and that, on the basis of such examinationstudy and evaluation, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that the system of internal accounting controls in effect on the date set forth in such assertion is fairly stated report, relating to servicing procedures performed by the Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in all amounts that would be material respectsto the financial statements of the Parent or the assets of the Trust and that such servicing was conducted in compliance with this Agreement during the period covered by such report, except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the Parent and immaterial to the Trust Assets and such other exceptions, errors or irregularities as shall be set forth in such report. The Servicer shall investigate and correct such material exceptions, errors or irregularities at its own expense. 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 OfficeOffice or as set forth in any Supplement. (b) Within four months after the end On or before May 1 of each fiscal year of the Servicercalendar year, beginning with May 1, 1999, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other services to the Servicer Servicer, the Transferor or the Transferorany Originator) to furnish a report to the Servicer Trustee and each Enhancement Provider, prepared using generally accepted auditing standards, to the effect that they have such firm has compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection Section 3.04(b) during the period covered by such report (which shall be each fiscal year of the Servicer) prior Fiscal Year 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 such exceptions as they believe it believes to be immaterial to the accuracy of the information set forth in such certificates of the Servicer and such other exceptions as shall be set forth in such report. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. 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 or as set forth in any Supplement.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before September 30 of each fiscal year of the Servicercalendar year, beginning with September 30, 1997, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report to the Trustee, any Enhancement Provider Trustee and the Rating Agency, Agency to the effect that such firm has examined the assertion made a study and evaluation in accordance with generally accepted auditing standards of the Servicer that it has maintained effective Servicer's internal control over accounting controls relative to the servicing of Accounts Receivables under this Agreement and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants Agreement, and 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 the system of internal accounting controls in effect for the fiscal year ending on June 30 of such assertion year relating to servicing procedures performed by the Servicer under this Agreement, taken as a whole, provided reasonable assurance that the internal control system was sufficient for the prevention and detection of 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 subject matter, 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 respectssuch statement. A The Trustee shall forward a copy of such report may be obtained by any Investor Certificateholder by a request in writing Certificate to the Trustee addressed to the Corporate Trust Officeeach Certificateholder. (b) Within four months after the end On or before September 30 of each fiscal year of the Servicercalendar year, beginning with September 30, 1997, 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 to the Servicer 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 Servicer pursuant to subsection 3.04(b) Section 3.7 during the period covered by such report (which shall be each fiscal year the period from July 1 of the Servicerpreceding calendar year to and including June 30 of such calendar year, or for the initial period, from the Closing Date until June 30, 1997) with the Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.

Annual Independent Accountants’ Servicing Report. (a) Within four months earlier of 90 days after the end of each fiscal year of the ServicerServicer or such date as required by Regulation AB, beginning after the end of fiscal year 2006, the Servicer shall cause a registered public accounting firm of nationally recognized independent 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 each Rating Agency an attestation report on each assessment of compliance with the Rating Agency, servicing criteria with respect to the effect that Servicer or any Affiliate thereof during the related fiscal year delivered by such firm has examined the assertion accountants pursuant to Rule 13(a)-18 or Rule 15(d)-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, that on or before the 90th day after the end of fiscal year 2005, the Servicer that it has maintained effective internal control over the servicing shall cause to be furnished such reports as were required to be delivered pursuant to, and in accordance with, subsection 3.06(a) of Accounts under this Agreement and has completed such examination in accordance with standards established by as written prior to giving effect to the American Institute of Certified Public Accountants and 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 such assertion is fairly stated in all material respectsAmendment. 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. (b) Within four months after the end of each fiscal year of the Servicer, 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 to the Servicer to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b) during the period covered by such report (which shall be each fiscal year of the Servicer) with the Servicer's ’s computer reports which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report.

Annual Independent Accountants’ Servicing Report. (a) Within four months after 100 days of the end of each fiscal year of the Serviceryear, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report with respect to the prior fiscal year (or, in the case of the first such period, the period beginning on the Initial Closing Date and ending on the last day of the related fiscal year) to the Trustee, any Enhancement Provider and the each Rating Agency, to the effect that such firm has examined the assertion of applied certain procedures, agreed upon with the Servicer that it has maintained effective internal control over and the Trustee and substantially as set forth in Exhibit G hereto, which would re-perform certain accounting procedures performed by the Servicer pursuant to certain documents and records relating to the servicing of Accounts the Receivables under this Agreement Agreement. In addition, each report shall set forth the agreed upon procedures performed and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants and that, on the basis results of such examination, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that such assertion is fairly stated in all material respects. 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 Officeprocedures. (b) Within four months after 100 days of the end of each fiscal year of the Serviceryear, 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 to the Servicer Trustee, any Enhancement Provider and the Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in each of the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(c) during the period covered by such report (which shall be each fiscal year of the Servicer) with the Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report will be sent by the Trustee to each Investor Certificateholder.

Annual Independent Accountants’ Servicing Report. (a) Within four months after the end On or before April 30 of each fiscal year of the Servicercalendar year, beginning with April 30, 1998, 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 to the Trustee, any Enhancement Provider and the Rating Agency, to the effect that such firm has examined the assertion made a study and evaluation, in accordance with generally accepted auditing standards, of the Servicer that it has maintained effective Servicer's internal control over accounting controls with respect to the servicing of Accounts under this Agreement and has completed such examination in accordance with standards established by the American Institute of Certified Public Accountants Agreement, and that, on the basis of such examinationstudy and evaluation, such firm is of the opinion (assuming the accuracy of any reports generated by the Servicer's third party agents) that the system of internal accounting controls in effect on the date set forth in such assertion is fairly stated report, relating to servicing procedures performed by the Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in all amounts that would be material respectsto the financial statements of the Servicer and that such servicing was conducted in compliance with the sections of this Agreement during the preceding calendar year, except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the Servicer and such other exceptions, errors or irregularities as shall be set forth in such report. A Unless otherwise provided with respect to any Series in the related 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. (b) Within four months after the end On or before April 30 of each fiscal year of the Servicercalendar year, beginning with April 30, 1998, 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 report, prepared using generally accepted auditing standards, to the Servicer Trustee and the Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the monthly certificates forwarded by the Servicer pursuant to subsection 3.04(b3.4(c) during the period covered by such report (which shall be each fiscal preceding calendar year of the Servicer) 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 such exceptions as they believe 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 Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.