Common use of Annual Independent Certified Public Accountants’ Report Clause in Contracts

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorSeller, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 2002 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller or the Depositortheir Affiliates, to deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Depositor, on or before March 31 April 30 of each year beginning March 31[ ], 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture TrusteeServicer, to the effect that such firm has examined [the financial statements of [ ] and issued its report thereon and that 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 automotive loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in such Program are applicable to the servicing obligations set forth in this Agreement; and (c) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light-duty truck loans serviced for others that, in the firm's opinion, paragraph four of such Program requires such firm to report.] [the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that [such firm has compared the mathematical calculations of each amount set forth in the [Servicer's Certificates Report/describe any remittance report] forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. [In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the [Servicer's Certificates Report/describe any remittance report] delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the .]] Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, accountants (who may also render other services to the Servicer, the Seller Servicer or the Depositor, Seller) to deliver to the Seller, Owner Trustee, Indenture Trustee and the Indenture Trustee each Rating Agency on or before March October 31 of each year beginning March on October 31, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) 1998, a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to assertion that it has complied with the minimum servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount standards set forth in the ServicerMortgage Banker's Certificates forwarded by Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") for the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be twelve months ended June 30 of the preceding calendar year or such shorter period (or, in the case of the first such reportcertificate, from the Closing Date until June 30, 1998), and that such examination (1) included tests relating to the servicing or administration of the Receivables in accordance with the Servicerrequirements of the USAP, to the extent the procedures in such program apply to the servicing or administration of the Receivables and (2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of the Receivables that, in the firm's computer reports which were the source opinion, paragraph six of such amounts and that on the basis of such comparison, program requires such firm is of to report. In the opinion that such amounts are in agreement, except for such exceptions as event such firm believes requires the Indenture Trustee or Owner Trustee to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth agree to the procedures performed by such firm, Servicer shall direct the Indenture Trustee or Owner Trustee, as the case may be, in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of Servicer, and the Indenture Trustee or Owner Trustee, as the case may be, need not make any independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Administrator and the Master Servicer shall (or the Master Servicer shall cause each Subservicer to) cause a registered public accounting firm (as the term is used in Section 1122 of independent certified public accountantsRegulation AB), who which may also render other services to the Servicer, the Seller Administrator or the DepositorMaster Servicer (or such Subservicer), as the case may be, to deliver to the Depositor, the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee on or before March 31 15 of each year beginning March 3115, 2006 with respect 2007 (or, in each case, such earlier date required to the prior calendar year (or such shorter period in the case permit timely filing of the first such report) Issuer’s Exchange Act filings, if any, in accordance with then-current Commission rules and regulations), a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteesaid parties, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures certain documents and records relating to the servicing of the Receivables under this Agreement Financed Student Loans during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 2006), and that, on the basis of such examinationthe accounting and auditing procedures considered appropriate under the circumstances (but in any event, in accordance with standards established by the American Institute of Certified Public Accountants and the Public Company Accounting Oversight Board, as applicable), such firm is of the opinion that such servicing has been was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that the event such firm has compared requires the mathematical calculations of each amount set forth in Indenture Trustee, the Servicer's Certificates forwarded by Eligible Lender Trustee and the Servicer pursuant Owner Trustee to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes agree to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed by such firm, the Administrator shall direct the Indenture Trustee and the Owner Trustee in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee and the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Administrator, and the Indenture Trustee and the Owner Trustee make no independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Administrator or the Master Servicer (or such Subservicer), as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In addition, the Master Servicer (and each Subservicer) shall comply with, and the examination performed by each such firm of independent certified public accountants as required by this Section 4.10 will be performed and delivered in accordance with the, Audit Guide, Compliance Audits (Attestation Engagements) for Lenders and Lender Servicers Participating in the Federal Family Education Loan Program (Audit Guide), issued by the Department, Office of the Inspector General, dated October 1996 or as subsequently revised and deliver such report in accordance with regulation.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 2005 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Depositor or the Depositortheir Affiliates, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) 20[ ], a report addressed to the board Board of directors Directors of the Servicer and to the Owner Trustee and the Indenture TrusteeServicer, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that [such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 4.09 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. .] [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 automotive loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in such Program are applicable to the servicing obligations set forth in this Agreement; and (c) except as described in the report, disclosed no exceptions or errors in the records relating to automobile and light-duty truck loans serviced for others that, in the firm's opinion, paragraph four of such Program requires such firm to report.] In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 4.09 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorTransferor, to deliver to the Owner Trustee and Issuer, the Trust Collateral Agent, the Indenture Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Issuer, the Noteholders, the Note Insurer and each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 2002, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trust Collateral Agent, the Back-up Servicer, the Collateral Agent, the Issuer, the Transferor and the Indenture TrusteeNote Insurer, to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The In the event that debt obligations secured by an Exchange Note are issued by the related Exchange Noteholder, the Servicer shall will cause a firm of independent nationally recognized Independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, accountants to deliver to the Owner Trustee related Exchange Noteholder and the Indenture Trustee any owner trustee and indenture trustee involved with respect to such debt offering, on or before March 31 April 30 of each year year, beginning March 31April 30, 2006 2024, a report with respect to the prior preceding calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and Servicer, stating that an audit (i) was made in accordance with generally accepted auditing standards that included tests relating to automotive leases serviced for others in accordance with the Owner Trustee and requirements of the Indenture TrusteeItem 1122 of the SEC’s Regulation AB or any successor program (the “Program”), to the effect extent the criteria in such Program are applicable to the servicing obligations set forth in this Agreement and the related Servicing Supplement and (ii) except as described in the report, disclosed no exceptions or errors in the records relating to motor vehicle leases serviced for others that such firm has examined is required to report under the automobile Program. Notwithstanding the foregoing, the Servicer will not be required to comply with the requirements of this Section, if MBFS USA is the sole Holder and light-duty truck receivable servicing functions no Exchange Notes have been issued. In the event such accounting firm requires an indenture trustee involved with respect to such debt offering to agree to the procedures performed by such firm, the Servicer shall direct such indenture trustee in writing to so agree; it being understood and agreed that the indenture trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and the indenture trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Delivery of such reports, information and documents to the indenture trustee is for informational purposes only, and the indenture trustee’s receipt of such periodshall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Servicer's procedures and records relating to servicing ’s compliance with any of the Receivables its covenants under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsrelated Servicing Supplement.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorTransferor, to deliver to the Owner Trustee and Issuer, the Trust Collateral Agent, the Indenture Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Issuer, the Noteholders, the Note Insurer and each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 2001, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trust Collateral Agent, the Back-up Servicer, the Collateral Agent, the Issuer, the Transferor and the Indenture TrusteeNote Insurer, to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer shall cause will deliver to the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, each Class A Noteholder, the Class A Insurer, the Backup Insurer and the Rating Agencies, on or before April 30th of each year beginning in the year 2007, a firm copy of independent certified public accountantsa report prepared by Independent Accountants, who may also render other services to the Servicer or any of its Affiliates, or to the Seller, addressed to the Board of Directors of the Servicer, the Seller or Indenture Trustee, the Depositor, to deliver to the Owner Trustee Class A Insurer and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to Backup Insurer and dated during the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteecurrent year, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's policies and procedures and issued its report thereon and expressing a summary of findings (based on the procedures to be performed on the documents, records and accounting records set forth in clause (b) of this Section 4.11) relating to the servicing of the Receivables under this Agreement Dealer Loans and that, on the basis of such examination, such firm is related Contracts and the administration of the opinion Dealer Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing has been and administration was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state and that such firm has compared examination (1) was performed in accordance with standards established by the mathematical calculations American Institute of each amount Certified Public Accountants, and (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program") to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed "immaterial" if it is less than $1,000 or 0.05%. In the Servicer's Certificates forwarded event such independent public accountants require the Trust Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11, the Servicer pursuant shall direct the Trust Collateral Agent in writing to Section 3.9 during so agree; it being understood and agreed that the period covered by Trust Collateral Agent will deliver such report (which shall be letter of agreement in conclusive reliance upon the preceding calendar year or such shorter period in the case direction of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, and the Trust Collateral Agent has not made any independent inquiry or investigation as to, and shall have no obligation or liability in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11respect of, the attestation sufficiency, validity or correctness of such procedures. Such report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will shall also indicate that the firm is independent of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorTransferor, to deliver to the Owner Trustee and Issuer, the Trust Collateral Agent, the Indenture Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Issuer, the Noteholders, the Note Insurer and each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 2004, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trust Collateral Agent, the Back-up Servicer, the Collateral Agent, the Issuer, the Transferor and the Indenture TrusteeNote Insurer, to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. 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 Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to the prior calendar year " (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants), which may also render other services to the Servicer, the Depositor or their Affiliates, to deliver to the Owner Trustee and the Indenture Trustee on or before March 15 of each year beginning in 2000, a report addressed to the Board of Directors of the Servicer, to the effect that (a) such firm has examined certain documents and records of the Servicer relating to the servicing of Receivables under this Agreement during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date through the end of 1999), (b) such examination (i) was made in accordance with generally accepted auditing standards and accordingly included such tests and auditing procedures as such firm considered necessary in the circumstances, and (ii) included tests relating to recreational vehicle loans serviced for others in compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent such standards are applicable to the servicing obligations set forth in this Agreement, (c) management of the Servicer has asserted to such firm that the Servicer has complied with the minimum servicing standards identified in the Program to the extent that such standards are applicable to the servicing obligations set forth in this Agreement, and (d) in the opinion of such firm, such assertion of the Servicer's management is correct (or, if such assertion of the Servicer's management is not correct, stating why such assertion is not correct).

Annual Independent Certified Public Accountants’ Report. The Master Servicer shall cause a firm one or more firms of independent certified public accountants, who may also render other services to the Master Servicer, the Seller Seller, the Depositor or the Depositorany Receivables Servicer, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 15 of each year beginning March 3115, 2006 with respect to the prior calendar year twelve months ended on the immediately preceding December 31 (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile new and used automobile, light-duty truck truck, sports utility vehicle and motorcycle receivable servicing functions of the Master Servicer (or a Receivables Servicer under the related Receivables Servicer Agreement, as applicable, as determined in the sole discretion of the Master Servicer) for such period, including the Servicerapplicable party's procedures and records relating to such party's servicing of the Receivables under this Agreement (or the related Receivables Servicing Agreement, as applicable) and that, on the basis of such examination, such firm is of states, or attests the opinion assertion by the applicable party, that the applicable servicing by such servicing party has been conducted during such period in compliance with this Agreement (or the related Receivables Servicing Agreement, as applicable) except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, the sole discretion of the Master Servicer any such report shall state that such firm has compared the mathematical calculations of each amount set forth may instead be in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be form then required to be filed in respect of the Trust under the applicable rules under the Securities Exchange Act if periodic reports under Section 15(d) of the Exchange Actor 1934, or any successor provision thereto, were required to be filed in respect of the Trustas amended. The report or attestation reportwill also indicate, as to the extent applicable, will also indicate that the firm is independent of the Master Servicer (or a Receivables Servicer, as applicable) within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Master Servicer shall also forward to the Owner Trustee and the Indenture Trustee such similar reports as it receives with respect to each Receivables Servicer.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer shall cause will deliver to the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, each Class A Noteholder, the Class A Insurer, the Backup Insurer and the Rating Agencies, on or before April 30th of each year beginning in the year 2005, a firm copy of independent certified public accountantsa report prepared by Independent Accountants, who may also render other services to the Servicer or any of its Affiliates, or to the Seller, addressed to the Board of Directors of the Servicer, the Seller or Indenture Trustee, the Depositor, to deliver to the Owner Trustee Class A Insurer and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to Backup Insurer and dated during the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteecurrent year, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's policies and procedures and issued its report thereon and expressing a summary of findings (based on the procedures to be performed on the documents, records and accounting records set forth in clause (b) of this Section 4.11) relating to the servicing of the Receivables under this Agreement Dealer Loans and that, on the basis of such examination, such firm is related Contracts and the administration of the opinion Dealer Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing has been and administration was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state and that such firm has compared examination (1) was performed in accordance with standards established by the mathematical calculations American Institute of each amount Certified Public Accountants, and (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program") to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed "immaterial" if it is less than $1,000 or 0.05%. In the Servicer's Certificates forwarded event such independent public accountants require the Trust Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11, the Servicer pursuant shall direct the Trust Collateral Agent in writing to Section 3.9 during so agree; it being understood and agreed that the period covered by Trust Collateral Agent will deliver such report (which shall be letter of agreement in conclusive reliance upon the preceding calendar year or such shorter period in the case direction of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, and the Trust Collateral Agent has not made any independent inquiry or investigation as to, and shall have no obligation or liability in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11respect of, the attestation sufficiency, validity or correctness of such procedures. Such report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will shall also indicate that the firm is independent of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Administrator and the Master Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Administrator or the DepositorMaster Servicer (or such Sub-Servicer), as the case may be, to deliver to the Depositor, the Eligible Lender Trustee, the Owner Trustee and the Indenture Trustee on or before March 31 25 of each year beginning March 3125, 2006 with respect (or, in each case, such earlier date required to the prior calendar year (or such shorter period in the case permit timely filing of the first such report) Issuer’s Exchange Act filings, if any, in accordance with then-current Commission rules and regulations), a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteesaid parties, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures certain documents and records relating to the servicing of the Receivables under this Agreement Financed Student Loans during the preceding calendar year (or, in the case of the first such report, during the period from the date hereof to December 31, 2005), and that, on the basis of such examinationthe accounting and auditing procedures considered appropriate under the circumstances (but in any event, in accordance with standards established by the American Institute of Certified Public Accountants), such firm is of the opinion that such servicing has been was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that the event such firm has compared requires the mathematical calculations of each amount set forth in Indenture Trustee, the Servicer's Certificates forwarded by Eligible Lender Trustee and the Servicer pursuant Owner Trustee to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes agree to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed by such firm, the Master Servicer shall direct the Indenture Trustee and the Owner Trustee in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee and the Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Indenture Trustee and the Owner Trustee make no independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Administrator or the Master Servicer (or such Sub-Servicer), as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 April 30 of each year beginning March 31April 30, 2006 200[ ] with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that [such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, .] [Such examination (a) was made in accordance with generally accepted auditing standards and accordingly included such report shall set forth tests of the accounting records and such other auditing procedures performed as such firm considered necessary in conjunction the circumstances; (b) included tests relating to automotive loans serviced for others in accordance with the examination and shall contain a statement of such firm as to the accuracy requirements of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.Uniform Single Attestation

Annual Independent Certified Public Accountants’ Report. The Each of the Servicer and the Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Servicer or the DepositorAdministrator, as the case may be, to deliver to the Owner Seller, the Eligible Lender Trustee and the Indenture Trustee on or before March 31 30 of each year beginning March 3130, 2006 with respect to 2000, (a) a report expressing a summary of findings based upon a comparison of the prior mathematical calculations of certain amounts set forth in the Servicer's Reports during the preceding calendar year (or such shorter period or, in the case of the first such report, the period from the Closing Date to December 31, 1999) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including with the Servicer's procedures and records relating to servicing of computer reports that were the Receivables under this Agreement and that, on the basis source of such examination, such firm is of amounts and a report with regard to the opinion that such servicing has been conducted during such period in assertions by the Servicer's management about the Servicer's compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period (or, in the case of the first such report, the period from the Closing Date to December 31, 1999) with and (b) a report addressed to the Servicer, the Seller, the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency to the effect that (i) such accountants have relied upon the assertions by the Servicer's computer reports which were management about the source Servicer's compliance with this Agreement during the preceding calendar year (or, in the case of the first such amounts report, during the period from the Closing Date to December 31, 1999) and that on the basis of (ii) in such comparisonaccountants' opinion, such firm is of the opinion that such amounts assertions are fairly stated in agreementall material respects, except for such exceptions as such firm believes shall believe to be immaterial and such other exceptions as shall be set forth in such statementreport. In addition, such Such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, an Independent Accountant who may also render other services to the Servicer, the Seller Servicer or the Depositora Seller, to deliver to the Owner Trustee and the ICI Indenture Trustee (for distribution to the beneficiaries of the security interest in favor of the ICI Indenture Trustee), ICF, ICI, the Trust, the Administrative Agent, each Lessor, each Control Party, each Registered Pledgee (for distribution to the beneficiaries of the security interest in favor of such Registered Pledgee) and each Rating Agency (if any), on or before March 31 120 days after the end of each year the Servicer’s fiscal year, beginning March 31on April 30, 2006 2003, with respect to the prior calendar twelve months ended on the preceding December 31 (or other applicable fiscal year end date if other than December 31) (or such shorter other period in as shall have elapsed from the case Closing Date to the date of the first such report) statement), a report (the “Accountant’s Report”) addressed to the board of directors of the Servicer and to Servicer, the Owner Trustee ICI Indenture Trustee, each Control Party, each Lessor, each Registered Pledgee, each Lease Enhancer, each Lessor Note Enhancer, each Series Enhancer, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and the Indenture Trusteenoteholders under each Indenture, to the effect that (1) such firm Independent Accountant has examined audited the automobile books and light-duty truck receivable servicing functions records of the Servicer for Servicer, (2) in connection with such period, including Independent Accountant’s audit of the Servicer's procedures and , there were no exceptions or errors in records relating related to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded equipment or equipment leases serviced by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes Independent Accountant shall believe to be immaterial and such other exceptions as shall be set forth in such statement. In additionreport and (3) such Independent Accountant has performed certain other procedures as agreed to by each Indenture Trustee and the ICF Global Requisite Majority, which procedures shall include the Independent Accountant obtaining the Servicer Report for any two months during the twelve months ending on the immediately preceding December 31 and for each such Servicer Report the Independent Accountant shall reconcile the amounts in the Servicer Report to the Servicer’s computer, accounting and other reports which will include in such report shall set forth any amounts which were not reconciled; provided that upon the procedures performed in conjunction with the examination and shall contain a statement occurrence of such firm as to the accuracy an Amortization Event or an event of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11default under any Indenture, the Servicer, in its sole discretion, may cause ICF Global Requisite Majority shall have the right to require that such procedures be delivered, in lieu performed monthly by a firm of Independent Accountants selected by the ICF Global Requisite Majority and that such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsdelivered monthly.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer shall cause will deliver to the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, each Class A Noteholder, the Class A Insurer, the Swap Counterparty and the Rating Agencies, on or before April 30th of each year beginning in the year 2008, a firm copy of independent certified public accountantsa report prepared by Independent Accountants, who may also render other services to the Servicer or any of its Affiliates, or to the Seller, addressed to the Board of Directors of the Servicer, the Seller or the Depositor, to deliver to the Owner Indenture Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to Class A Insurer and dated during the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteecurrent year, to the effect that such firm has examined the automobile Servicer’s policies and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and issued its report thereon and expressing a summary of findings (based on the procedures to be performed on the documents, records and accounting records set forth in clause (b) of this Section 4.11) relating to the servicing of the Receivables under this Agreement Dealer Loans and that, on the basis of such examination, such firm is related Contracts and the administration of the opinion Dealer Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing has been and administration was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state and that such firm has compared examination (1) was performed in accordance with standards established by the mathematical calculations American Institute of each amount Certified Public Accountants, and (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the “Program”) to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $1,000 or 0.05%. In the Servicer's Certificates forwarded event such independent public accountants require the Trust Collateral Agent or the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11, the Servicer pursuant shall direct the Trust Collateral Agent or the Indenture Trustee in writing to Section 3.9 during so agree; it being understood and agreed that the period covered by Trust Collateral Agent or the Indenture Trustee will deliver such report (which shall be letter of agreement in conclusive reliance upon the preceding calendar year or such shorter period in the case direction of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made any independent inquiry or investigation as to, and shall have no obligation or liability in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11respect of, the attestation sufficiency, validity or correctness of such procedures. Such report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will shall also indicate that the firm is independent of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Administrator and the Master Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Administrator or the DepositorMaster Servicer (or such Sub-Servicer), as the case may be, to deliver to the Owner Seller, the Eligible Lender Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to 2001, (a) a report expressing a summary of findings based upon a comparison of the prior mathematical calculations of certain amounts set forth in the Servicer's Reports during the preceding calendar year (or such shorter period or, in the case of the first such report, the period from the Closing Date to December 31, 2000) with the Master Servicer's (or such Sub-Servicer's) computer reports that were the source of such amounts and a report addressed with regard to the board of directors of assertions by the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Master Servicer's procedures and records relating to servicing (or such Sub-Servicer's) management about the Master Servicer's (or such Sub-Servicer's) compliance with the provisions of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 on Schedule D hereto during the period covered by such report (which shall be the preceding calendar year or such shorter period (or, in the case of the first such report, the period from the Closing Date to December 31, 2000) with and (b) a report addressed to the Master Servicer (and the related Sub-Servicer), the Seller, the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency to the effect that (i) such accountants have relied upon the assertions by the Master Servicer's computer reports which were (or such Sub-Servicer's) management about the source Master Servicer's (or such Sub-Servicer's) compliance with this Agreement (or the related Sub-Servicing Agreement) during the preceding calendar year (or, in the case of the first such amounts report, during the period from the Closing Date to December 31, 2000) and that on the basis of (ii) in such comparisonaccountants' opinion, such firm is of the opinion that such amounts assertions are fairly stated in agreementall material respects, except for such exceptions as such firm believes shall believe to be immaterial and such other exceptions as shall be set forth in such statementreport. In addition, the event such report shall set forth firm requires the Indenture Trustee and the Eligible Lender Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Indenture Trustee in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee and the Eligible Lender Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Indenture Trustee and the Eligible Lender Trustee make no independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Administrator or the Master Servicer (or such Sub-Servicer), as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Administrator and the Master Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Administrator or the DepositorMaster Servicer (or such Sub-Servicer), as the case may be, to deliver to the Owner Trustee Depositor, the Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) 2003, a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteesaid parties, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures certain documents and records relating to the servicing of the Receivables under this Agreement Financed Student Loans during the preceding calendar year (or, in the case of the first such report, during the period from the date hereof to December 31, 2002), and that, on the basis of such examinationthe accounting and auditing procedures considered appropriate under the circumstances (but in any event, in accordance with standards established by the American Institute of Certified Public Accountants), such firm is of the opinion that such servicing has been was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that the event such firm has compared requires the mathematical calculations of each amount set forth in Indenture Trustee and the Servicer's Certificates forwarded by the Servicer pursuant Eligible Lender Trustee to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes agree to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed by such firm, the Master Servicer shall direct the Indenture Trustee in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee and the Eligible Lender Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Indenture Trustee and the Eligible Lender Trustee make no independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Administrator or the Master Servicer (or such Sub-Servicer), as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In addition, the Master Servicer (or each Sub-Servicer) shall comply with and each such firm of independent certified public accountants will perform its examination in accordance with the Audit Guide, COMPLIANCE AUDITS (ATTESTATION ENGAGEMENTS) FOR LENDERS AND LENDER SERVICERS PARTICIPATING IN THE FEDERAL FAMILY EDUCATION LOAN PROGRAM (Audit Guide), issued by the U.S. Department of Education, Office of the Inspector General, dated October 1996 or as subsequently revised and deliver such report in accordance with regulation.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, the Seller Servicer or to the Depositor, to deliver to the Owner Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Certificateholders, the Certificate Insurer and the Indenture Trustee each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 1999, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Depositor, and the Indenture TrusteeCertificate Insurer, to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth 50 in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, the Seller Servicer or to the Depositor, to deliver to the Owner Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Certificateholders, the Certificate Insurer and the Indenture Trustee each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 1999, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Depositor, and the Indenture TrusteeCertificate Insurer, to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer shall cause will deliver to the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, each Class A Noteholder, the Swap Counterparty and the Rating Agencies, on or before April 30th of each year beginning in the year 2009, a firm copy of independent certified public accountantsa report prepared by Independent Accountants, who may also render other services to the ServicerServicer or any of its Affiliates, the Seller or the Depositor, to deliver to the Owner Trustee Seller, addressed to the Board of Directors of the Servicer and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to and dated during the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteecurrent year, to the effect that such firm has examined the automobile Servicer’s policies and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and issued its report thereon and expressing a summary of findings (based on the procedures to be performed on the documents, records and accounting records set forth in clause (b) of this Section 4.11) relating to the servicing of the Receivables under this Agreement Loans and that, on the basis of such examination, such firm is related Contracts and the administration of the opinion Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing has been and administration was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state and that such firm has compared examination (1) was performed in accordance with standards established by the mathematical calculations American Institute of each amount Certified Public Accountants, and (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the “Program”) to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $1,000 or 0.05%. In the Servicer's Certificates forwarded event such independent public accountants require the Trust Collateral Agent or the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11, the Servicer pursuant shall direct the Trust Collateral Agent or the Indenture Trustee in writing to Section 3.9 during so agree; it being understood and agreed that the period covered by Trust Collateral Agent or the Indenture Trustee will deliver such report (which shall be letter of agreement in conclusive reliance upon the preceding calendar year or such shorter period in the case direction of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made any independent inquiry or investigation as to, and shall have no obligation or liability in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11respect of, the attestation sufficiency, validity or correctness of such procedures. Such report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will shall also indicate that the firm is independent of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Depositor or the Depositortheir Affiliates, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 February 28 of each year beginning March 31February 28, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) 1998, a report addressed to the board Board of directors Directors of the Servicer and to the Owner Trustee and the Indenture TrusteeServicer, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions financial statements of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period twelve months or, in the case of the first such report, during such longer period that shall have elapsed since the Closing Date) with the Servicer's computer reports which were the source of such amounts and issued its report thereon and that on the basis of such comparison, examination (a) was made in accordance with generally accepted auditing standards and accordingly included such firm is tests of the opinion that accounting records and such amounts are in agreement, except for such exceptions other auditing procedures as such firm believes considered necessary in the circumstances; (b) included tests relating to be immaterial and automotive loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent the procedures in such other exceptions as shall be Program are applicable to the servicing obligations set forth in this Agreement; and (c) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, light-duty truck and van loans serviced for others that, in the firm's opinion, paragraph four of such statementProgram requires such firm to report. In addition, the event such report shall set forth firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in conjunction with writing to so agree; it being understood and agreed that the examination and shall contain a statement Indenture Trustee will deliver such letter of such firm as to agreement in conclusive reliance upon the accuracy direction of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11respect of, the attestation sufficiency, validity or correctness of such procedures. Such report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 2004 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, an Independent Accountant who may also render other services to the Servicer, the Seller Servicer or the Depositora Seller, to deliver to the Owner Indenture Trustee and (for distribution to the beneficiaries of the security interest in favor of the Indenture Trustee Trustee), the Issuer, the Trust, the Administrative Agent and each Registered Pledgee (for distribution to the beneficiaries of the security interest in favor of such Registered Pledgee) and each Noteholder, on or before March 31 120 days after the end of each year the Servicer’s fiscal year, beginning March on December 31, 2006 2007, with respect to the prior calendar twelve months ended on the preceding December 31 (or other applicable fiscal year end date if other than December 31) (or such shorter other period in as shall have elapsed from the case Closing Date to the date of the first such report) statement), a report (the “Accountant’s Report”) addressed to the board of directors of the Servicer and to the Owner Trustee and Servicer, the Indenture Trustee, each Registered Pledgee, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and the Noteholders under the Indenture, to the effect that (1) such firm Independent Accountant has examined audited the automobile books and light-duty truck receivable servicing functions records of the Servicer for Servicer, (2) in connection with such period, including Independent Accountant’s audit of the Servicer's procedures and , there were no exceptions or errors in records relating related to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded equipment or equipment leases serviced by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes Independent Accountant shall believe to be immaterial and such other exceptions as shall be set forth in such statement. In additionreport and (3) such Independent Accountant has performed certain other procedures as agreed to by the Indenture Trustee and the Global Requisite Majority, which procedures shall include the Independent Accountant obtaining the Servicer Report for any two months during the twelve months ending on the immediately preceding December 31 and for each such Servicer Report the Independent Accountant shall reconcile the amounts in the Servicer Report to the Servicer’s computer, accounting and other reports which will include in such report shall set forth any amounts which were not reconciled; provided that upon the procedures performed in conjunction with the examination and shall contain a statement occurrence of such firm as to the accuracy an Amortization Event or an event of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11default under any Indenture, the Servicer, in its sole discretion, may cause Global Requisite Majority shall have the right to require that such procedures be delivered, in lieu performed monthly by a firm of Independent Accountants selected by the Global Requisite Majority and that such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsdelivered monthly.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller Seller, the Depositor or the DepositorReceivables Servicers, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to the prior calendar year twelve months ended on the immediately preceding December 31 (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's applicable party’s procedures and records relating to such party’s servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that the applicable servicing by such servicing party has been conducted during such period in compliance with this Agreement Agreement, except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's ’s report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustexamination. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer (or a Receivables Servicer, as applicable) within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Sale and Servicing Agreement In the event such independent certified public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in the report required to be prepared pursuant to this Section 3.10, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer shall cause will deliver to the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, each Class A Noteholder, the Class A Insurer and the Rating Agencies, on or before April 30th of each year beginning in the year 2008, a firm copy of independent certified public accountantsa report prepared by Independent Accountants, who may also render other services to the Servicer or any of its Affiliates, or to the Seller, addressed to the Board of Directors of the Servicer, the Seller or the Depositor, to deliver to the Owner Indenture Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to Class A Insurer and dated during the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteecurrent year, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's policies and procedures and issued its report thereon and expressing a summary of findings (based on the procedures to be performed on the documents, records and accounting records set forth in clause (b) of this Section 4.11) relating to the servicing of the Receivables under this Agreement Dealer Loans and that, on the basis of such examination, such firm is related Contracts and the administration of the opinion Dealer Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing has been and administration was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state and that such firm has compared examination (1) was performed in accordance with standards established by the mathematical calculations American Institute of each amount Certified Public Accountants, and (2) included tests relating to auto loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program") to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed "immaterial" if it is less than $1,000 or 0.05%. In the Servicer's Certificates forwarded event such independent public accountants require the Trust Collateral Agent or the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 4.11, the Servicer pursuant shall direct the Trust Collateral Agent or the Indenture Trustee in writing to Section 3.9 during so agree; it being understood and agreed that the period covered by Trust Collateral Agent or the Indenture Trustee will deliver such report (which shall be letter of agreement in conclusive reliance upon the preceding calendar year or such shorter period in the case direction of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made any independent inquiry or investigation as to, and shall have no obligation or liability in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11respect of, the attestation sufficiency, validity or correctness of such procedures. Such report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will shall also indicate that the firm is independent of the Servicer and its Affiliates within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The In the event that debt obligations secured by an Exchange Note are issued by the related Exchange Noteholder, the Servicer shall will cause a firm of independent nationally recognized Independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, accountants to deliver to the Owner Trustee related Exchange Noteholder and the Indenture Trustee any owner trustee and indenture trustee involved with respect to such debt offering, on or before March 31 April 30 of each year year, beginning March 31April 30, 2006 2010, a report with respect to the prior preceding calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and Servicer, stating that an audit (i) was made in accordance with generally accepted auditing standards that included tests relating to automotive leases serviced for others in accordance with the Owner Trustee and requirements of the Indenture TrusteeUniform Single Attestation Program for Mortgage Bankers or any successor program (the “Program”), to the effect extent the procedures in such Program are applicable to the servicing obligations set forth in this Agreement and the related Servicing Supplement and (ii) except as described in the report, disclosed no exceptions or errors in the records relating to motor vehicle leases serviced for others that such firm has examined is required to report under the automobile Program. Notwithstanding the foregoing, the Servicer will not be required to comply with the requirements of this Section, if DCFS USA is the sole Holder and light-duty truck receivable servicing functions no Exchange Notes have been issued. In the event such accounting firm requires an indenture trustee involved with respect to such debt offering to agree to the procedures performed by such firm, the Servicer shall direct such indenture trustee in writing to so agree; it being understood and agreed that the indenture trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer Servicer, and the indenture trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Delivery of such reports, information and documents to the indenture trustee is for informational purposes only, and the indenture trustee’s receipt of such periodshall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Servicer's procedures and records relating to servicing ’s compliance with any of the Receivables its covenants under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsrelated Servicing Supplement.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer shall cause a firm of independent certified public accountants, accountants (who may also render other services to the Servicer, the Seller Servicer or the Depositor, Seller) to deliver to the Seller, Owner Trustee, Indenture Trustee and the Indenture Trustee each Rating Agency on or before March 31 April 30 of each year beginning March 31on ___________________, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to assertion that it has complied with the [minimum servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount standards set forth in the ServicerMortgage Banker's Certificates forwarded by Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP")] for the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be twelve months ended December 31 of the preceding calendar year or such shorter period (or, in the case of the first such reportcertificate, from the Closing Date until December 31, 200_), and that such examination (1) included tests relating to the servicing or administration of the Receivables in accordance with the Servicerrequirements of the [USAP], to the extent the procedures in such program apply to the servicing or administration of the Receivables and (2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of the Receivables that, in the firm's computer reports which were the source opinion, paragraph six of such amounts and that on the basis of such comparison, program requires such firm is of to report. (b) In the opinion that such amounts are in agreement, except for such exceptions as event such firm believes requires the Indenture Trustee or Owner Trustee to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth agree to the procedures performed by such firm, Servicer shall direct the Indenture Trustee or Owner Trustee, as the case may be, in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of Servicer, and the Indenture Trustee or Owner Trustee, as the case may be, need not make any independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsprocedures.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, accountants (who may also render other services to the Servicer, the Servicer or Seller or the Depositor, and their Affiliates) to deliver to the Owner Trustee Seller and the Trust, with a copy to the Indenture Trustee Trustee, on or before March 31 of each year beginning on March 31, 2006 with respect to the prior calendar year 2006, (or such shorter period in the case of the first such reporti) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable Servicer’s assertion that it has complied with its established minimum servicing functions standards or (ii) a report of agreed upon procedures, in each case for the twelve months ended December 31 of the Servicer for such periodpreceding year (or, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) certificate, from the Closing Date until December 31, 2005), and that such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer's computer reports which were the source of ’s compliance with those requirements and performing 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 other procedures as such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth accountants considered necessary in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodcircumstances. Notwithstanding Additionally, separately obtain representation from the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu firm of the report referred to above in this Section 3.11, the attestation report of a registered independent certified public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate accountants that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such firm requires the Indenture Trustee or the Trust to agree to the procedures performed by such firm, Servicer shall direct the Indenture Trustee or the Trust, as the case may be, in writing to so agree; it being understood and agreed that the Indenture Trustee or the Trust, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of Servicer, and the Indenture Trustee or the Trust, as the case may be, need not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Accountants’ Report required by this Section 4.11(a) may be replaced at the election of the Servicer by any similar report or certification using standards that are now or in the future 9045475 05134611 15 2005-1 Sale and Servicing Agreement in use by servicers of retail installment sale contracts or direct purchase money loans and that otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission, including Regulation AB of the Commission.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorTransferor, to deliver to the Owner Trustee and Issuer, the Trust Collateral Agent, the Indenture Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Issuer, the Noteholders, the Note Insurer and each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 2000, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trust Collateral Agent, the Back-up Servicer, the Collateral Agent, the Issuer, the Transferor and the Indenture TrusteeNote Insurer, to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorSeller, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 200_ with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorTransferor, to deliver to the Owner Trustee and Issuer, the Trust Collateral Agent, the Indenture Trustee Trustee, the Back-up Servicer, [the Collateral Agent], the Issuer, the Noteholders, [the Note Insurer] and each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 20__, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trust Collateral Agent, the Back-up Servicer, [the Collateral Agent], the Issuer, the Transferor [and the Indenture TrusteeNote Insurer], to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 2005 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 200__ with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Administrator and the Master Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Administrator or the DepositorMaster Servicer (or such Sub-Servicer), as the case may be, to deliver to the Owner Seller, the Eligible Lender Trustee and the Indenture Trustee on or before March 31 __________ of each year beginning March 31__________, 2006 with respect to ____, (a) a report expressing a summary of findings based upon a comparison of the prior mathematical calculations of certain amounts set forth in the Servicer's Reports during the preceding calendar year (or such shorter period or, in the case of the first such report, the period from the Closing Date to December 31, ____) with the Master Servicer's (or such Sub-Servicer's) computer reports that were the source of such amounts and a report addressed with regard to the board of directors of assertions by the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Master Servicer's procedures and records relating to servicing (or such Sub-Servicer's) management about the Master Servicer's (or such Sub-Servicer's) compliance with the provisions of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 on Schedule D hereto during the period covered by such report (which shall be the preceding calendar year or such shorter period (or, in the case of the first such report, the period from the Closing Date to December 31, ____) with and (b) a report addressed to the Master Servicer (and the related Sub-Servicer), the Seller, the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency to the effect that (i) such accountants have relied upon the assertions by the Master Servicer's computer reports which were (or such Sub-Servicer's) management about the source Master Servicer's (or such Sub-Servicer's) compliance with this Agreement (or the related Sub-Servicing Agreement) during the preceding calendar year (or, in the case of the first such amounts report, during the period from the Closing Date to December 31, ____) and that on the basis of (ii) in such comparisonaccountants' opinion, such firm is of the opinion that such amounts assertions are fairly stated in agreementall material respects, except for such exceptions as such firm believes shall believe to be immaterial and such other exceptions as shall be set forth in such statementreport. In addition, the event such report shall set forth firm requires the Indenture Trustee and the Eligible Lender Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Indenture Trustee in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee and the Eligible Lender Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Indenture Trustee and the Eligible Lender Trustee make no independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Administrator or the Master Servicer (or such Sub-Servicer), as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorSeller, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 _____ with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorTransferor, to deliver to the Owner Trustee and Issuer, the Trust Collateral Agent, the Indenture Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Noteholders, the Note Insurer and each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 2005, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trust Collateral Agent, the Back-up Servicer, the Collateral Agent, the Issuer, the Transferor and the Indenture TrusteeNote Insurer, to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, accountants (who may also render other services to the Servicer, the Seller Servicer or the Depositor, Seller) to deliver to the Owner Seller, Issuer, Indenture Trustee and the Indenture Trustee each Rating Agency on or before March 31 April 30 of each year beginning March 31on ___________________, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to assertion that it has complied with the minimum servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount standards set forth in the ServicerMortgage Banker's Certificates forwarded by Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") for the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be twelve months ended December 31 of the preceding calendar year or such shorter period (or, in the case of the first such reportcertificate, from the Closing Date until December 31, 200_), and that such examination (1) included tests relating to the servicing or administration of the Receivables in accordance with the Servicerrequirements of the USAP, to the extent the procedures in such program apply to the servicing or administration of the Receivables and (2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of the Receivables that, in the firm's computer reports which were the source opinion, paragraph six of such amounts and that on the basis of such comparison, program requires such firm is of to report. In the opinion that such amounts are in agreement, except for such exceptions as event such firm believes requires the Indenture Trustee or Issuer to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth agree to the procedures performed by such firm, Servicer shall direct the Indenture Trustee or Issuer, as the case may be, in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee or Issuer, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of Servicer, and the Indenture Trustee or Issuer, as the case may be, need not make any independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, accountants (who may also render other services to the Servicer, the Seller Servicer or the Depositor, Seller) to deliver to the Seller, Owner Trustee, Indenture Trustee and the Indenture Trustee each Rating Agency on or before March 31 April 30 of each year beginning March 31on ___________________, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to assertion that it has complied with the minimum servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount standards set forth in the ServicerMortgage Banker's Certificates forwarded by Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") for the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be twelve months ended December 31 of the preceding calendar year or such shorter period (or, in the case of the first such reportcertificate, from the Closing Date until December 31, 200[_]), and that such examination (1) included tests relating to the servicing or administration of the Receivables in accordance with the Servicerrequirements of the USAP, to the extent the procedures in such program apply to the servicing or administration of the Receivables and (2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of the Receivables that, in the firm's computer reports which were the source opinion, paragraph six of such amounts and that on the basis of such comparison, program requires such firm is of to report. In the opinion that such amounts are in agreement, except for such exceptions as event such firm believes requires the Indenture Trustee or Owner Trustee to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth agree to the procedures performed by such firm, Servicer shall direct the Indenture Trustee or Owner Trustee, as the case may be, in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of Servicer, and the Indenture Trustee or Owner Trustee, as the case may be, need not make any independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, the Seller Servicer or to the Depositor, to deliver to the Owner Trustee Trustee, the Back-up Servicer, [the Collateral Agent], the Certificateholders, [the Certificate Insurer] and the Indenture Trustee each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to ____, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trustee, the Back-up Servicer, [the Collateral Agent], the Depositor, [and the Indenture TrusteeCertificate Insurer], to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, accountants (who may also render other services to the Servicer, the Servicer or Seller or the Depositor, and their Affiliates) to deliver to the Owner Seller, the Trust, Indenture Trustee and the Indenture Trustee each Rating Agency on or before March 31 of each year beginning on March 31, 2006 with respect 2004, a report to the prior calendar effect that, as to objectively determinable matters, such firm has examined the Servicer's assertion that it has fulfilled its obligations in all material respects under this Agreement for the twelve months ended December 31 of the preceding year (or such shorter period or, in the case of the first such reportcertificate, from the Closing Date until December 31, 2003) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the ServicerOfficer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates Certificate delivered pursuant to Section 3.9 4.10(a), and that (1) such examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Servicer's compliance with those requirements and performing such period. Notwithstanding other procedures as such accountants considered necessary in the foregoing circumstances, (2) except as described in this Section 3.11the report, the Servicer, assertions in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation reportOfficer's Certificate are, as applicableto objectively determinable matters, will also indicate fairly stated in all material respects and (3) that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such firm requires the Indenture Trustee or the Trust to agree to the procedures performed by such firm, Servicer shall direct the Indenture Trustee or the Trust, as the case may be, in writing to so agree; it being understood and agreed that the Indenture Trustee or the Trust, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of Servicer, and the Indenture Trustee or the Trust, as the case may be, need not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm one or more firms of independent certified public accountants, who may also render other services to the Servicer, the Seller or Seller, the Depositor, the Data Administrator or any Receivables Servicer, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 2005 with respect to the prior calendar year twelve months ended on the immediately preceding December 31 (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer (or the Data Administrator under the Data Administration Agreement or a Receivables Servicer under the related Receivables Servicer Agreement, as applicable, as determined in the sole discretion of the Servicer) for such period, including the Servicerapplicable party's procedures and records relating to such party's servicing of the Receivables under this Agreement (or the Data Administration Agreement or the related Receivables Servicing Agreement, as applicable) and that, on the basis of such examination, such firm is of states, or attests the opinion assertion by the applicable party, that the applicable servicing by such servicing party has been conducted during such period in compliance with this Agreement (or the Data Administration Agreement or the related Receivables Servicing Agreement, as applicable) except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, the sole discretion of the Servicer any such report shall state that such firm has compared the mathematical calculations of each amount set forth may instead be in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be form then required to be filed in respect of the Trust under the applicable rules under the Securities Exchange Act if periodic reports under Section 15(d) of the Exchange Actor 1934, or any successor provision thereto, were required to be filed in respect of the Trustas amended. The report or attestation reportwill also indicate, as to the extent applicable, will also indicate that the firm is independent of the Servicer (or the Data Administrator or a Receivables Servicer, as applicable) within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 200__ with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Servicer and the Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Servicer or the DepositorAdministrator, as the case may be, to deliver to the Owner Seller, the Eligible Lender Trustee and the Indenture Trustee on or before March 31 30 of each year beginning March 3130, 2006 with respect to 2000, (a) a report expressing a summary of findings based upon a comparison of the prior mathematical calculations of certain amounts set forth in the Servicer's Reports during the preceding calendar year (or such shorter period or, in the case of the first such report, the period from the Closing Date to December 31, 1999) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including with the Servicer's procedures and records relating to servicing of computer reports that were the Receivables under this Agreement and that, on the basis source of such examination, such firm is of amounts and a report with regard to the opinion that such servicing has been conducted during such period in assertions by the Servicer's management about the Servicer's compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period (or, in the case of the first such report, the period from the Closing Date to December 31, 1999) with and (b) a report addressed to the Servicer, the Seller, the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency to the effect that (i) such accountants have relied upon the assertions by the Servicer's computer reports which were management about the source Servicer's compliance with this Agreement during the preceding calendar year (or, in the case of the first such amounts report, during the period from the Closing Date to December 31, 1999) and that on the basis of (ii) in such comparisonaccountants' opinion, such firm is of the opinion that such amounts assertions are fairly stated in agreementall material respects, except for such exceptions as such firm believes shall believe to be immaterial and such other exceptions as shall be set forth in such statementreport. In addition, the event such report shall set forth firm requires the Indenture Trustee and the Eligible Lender Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee and shall contain a statement the Eligible Lender Trustee will deliver such letter of such firm as to agreement in conclusive reliance upon the accuracy direction of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, and the Indenture Trustee and the Eligible Lender Trustee make no independent inquiry or investigation as to, and shall have no obligation or liability in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11respect of, the attestation sufficiency, validity or correctness of such procedures. Such report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorTransferor, to deliver to the Owner Trustee and Issuer, the Trust Collateral Agent, the Indenture Trustee Trustee, the Back-up Servicer, the Collateral Agent, the Issuer, the Noteholders, the Note Insurer and each Rating Agency on or before March 31 April 30 of each year beginning March 31April 30, 2006 with respect to 2005, a report dated as of December 31 of the prior preceding calendar year (or and reviewing the Servicer's activities during such shorter period in the case of the first such report) a report preceding calendar year, addressed to the board Board of directors Directors of the Servicer Servicer, and to the Owner Trustee Trust Collateral Agent, the Back-up Servicer, the Collateral Agent, the Issuer, the Transferor and the Indenture TrusteeNote Insurer, to the effect that such firm has examined audited the automobile and light-duty truck receivable servicing functions financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for such periodothers in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), including to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's procedures portfolio of automobile, van, sport utility vehicle and light duty truck installment sales contracts; and (d) except as described in the report, disclosed no exceptions or errors in the records relating to servicing of the Receivables under this Agreement automobile, van, sport utility vehicle and light duty truck loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustaccurate. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, an Independent Accountant who may also render other services to the Servicer, the Seller Servicer or the Depositora Seller, to deliver to each Noteholder, each SUBI Holder, each Registered Pledgee (for distribution to the Owner Trustee and beneficiaries of the security interest in favor of such Registered Pledgee), the Indenture Trustee (for distribution to the beneficiaries of the security interest in favor of the Indenture Trustee), the Administrative Agent, the Issuer, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and the Trust, on or before March 31 120 days after the end of each year the Servicer’s fiscal year, beginning March 31on April 30, 2006 2008, with respect to the prior calendar twelve months ended on the preceding December 31 (or other applicable fiscal year end date if other than December 31) (or such shorter other period in as shall have elapsed from the case Closing Date to the date of the first such report) statement), a report (the “Accountant’s Report”) addressed to the board of directors of the Servicer and to the Owner Trustee and Servicer, each SUBI Holder, each Registered Pledgee, the Indenture Trustee, the Administrative Agent, each Noteholder, the Issuer, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and the Trust, to the effect that (1) such firm Independent Accountant has examined audited the automobile books and light-duty truck receivable servicing functions records of the Servicer for Servicer, (2) in connection with such period, including Independent Accountant’s audit of the Servicer's procedures and , there were no exceptions or errors in records relating related to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded equipment or equipment leases serviced by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes Independent Accountant shall believe to be immaterial and such other exceptions as shall be set forth in such statement. In additionreport and (3) such Independent Accountant has performed certain other procedures as agreed to by the Indenture Trustee and the Global Requisite Majority, which procedures shall include the Independent Accountant obtaining the Servicer Report for any two months during the twelve months ending on the immediately preceding December 31 and for each such Servicer Report the Independent Accountant shall reconcile the amounts in the Servicer Report to the Servicer’s computer, accounting and other reports which will include in such report shall set forth any amounts which were not reconciled; provided that upon the procedures performed in conjunction with occurrence of an Amortization Event or an Event of Default under the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11Indenture, the Servicer, in its sole discretion, may cause Global Requisite Majority shall have the right to require that such procedures be delivered, in lieu performed monthly by a firm of Independent Accountants selected by the Global Requisite Majority and that such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsdelivered monthly.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, accountants (who may also render other services to the Servicer, the Seller Servicer or the Depositor, Seller) to deliver to the Seller, Owner Trustee, Indenture Trustee and the Indenture Trustee each Rating Agency on or before March 31 April 30 of each year beginning March 31on April 30, 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) 1998, a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to assertion that it has complied with the minimum servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount standards set forth in the ServicerMortgage Banker's Certificates forwarded by Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") for the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be twelve months ended December 31 of the preceding calendar year or such shorter period (or, in the case of the first such reportcertificate, from the Closing Date until December 31, 199_), and that such examination (1) included tests relating to the servicing or administration of the Receivables in accordance with the Servicerrequirements of the USAP, to the extent the procedures in such program apply to the servicing or administration of the Receivables and (2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of the Receivables that, in the firm's computer reports which were the source opinion, paragraph six of such amounts and that on the basis of such comparison, program requires such firm is of to report. In the opinion that such amounts are in agreement, except for such exceptions as event such firm believes requires the Indenture Trustee or Owner Trustee to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth agree to the procedures performed by such firm, Servicer shall direct the Indenture Trustee or Owner Trustee, as the case may be, in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of Servicer, and the Indenture Trustee or Owner Trustee, as the case may be, need not make any independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer shall cause will deliver to, without duplication, the Indenture Trustee, the Owner Trustee, the Back-up Servicer and the Rating Agencies, on or before April 30 of each year beginning April 30, 2006, a firm of independent certified public accountantsreport prepared by Independent Accountants, who may also render other services to the Servicer, the Seller Servicer or the Depositor, to deliver any of its Affiliates or to the Owner Trustee Transferor addressed to the Board of Directors of the Servicer or any of its Affiliates and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 with respect to and dated during the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteecurrent year, to the effect that such firm has examined audited the automobile financial statements of the Servicer and issued its report therefor and that such audit (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 automotive loans serviced for others in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers (the "Program"), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (c) included an examination of the delinquency and loss statistics relating to the Servicer's portfolio of automobile, sport utility vehicle, light-duty truck receivable servicing functions of and van sale contracts and loan and security agreements; and (d) except as described in the Servicer for such periodreport, including disclosed no exceptions or errors in the Servicer's procedures and records relating to servicing of the Receivables under this Agreement automobile, sport utility vehicle, light-duty truck and van loans serviced for others that, on in the basis of such examinationfirm's opinion, the Program requires such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such The accountant's report shall further state that such firm has compared (1) a review in accordance with agreed upon procedures was made of three randomly selected Servicer's Certificates; (2) except as disclosed in the mathematical calculations of each amount set forth report, no exceptions or errors in the Servicer's Certificates forwarded by were found; and (3) the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) with the Servicer's computer reports which were the source of such amounts delinquency 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as loss information relating to the accuracy of the amounts set forth Receivables contained in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause were found to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountantsaccurate.

Annual Independent Certified Public Accountants’ Report. The Each of the Administrator and the Master Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Administrator or the DepositorMaster Servicer (or such Sub-Servicer), as the case may be, to deliver to the Owner Trustee Depositor, the Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty and the Indenture Trustee on or before March 31 1 of each year beginning [March 311], 2006 with respect to the prior calendar year (or such shorter period in the case of the first such report) [ ], a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteesaid parties, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures certain documents and records relating to the servicing of the Receivables under this Agreement Financed Student Loans during the preceding calendar year (or, in the case of the first such report, during the period from the date hereof to [December 31], [ ]), and that, on the basis of such examinationthe accounting and auditing procedures considered appropriate under the circumstances (but in any event, in accordance with standards established by the American Institute of Certified Public Accountants), such firm is of the opinion that such servicing has been was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that the event such firm has compared requires the mathematical calculations of each amount set forth in Indenture Trustee and the Servicer's Certificates forwarded by the Servicer pursuant Eligible Lender Trustee to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes agree to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed by such firm, the Master Servicer shall direct the Indenture Trustee in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee and the Eligible Lender Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Indenture Trustee and the Eligible Lender Trustee make no independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Administrator or the Master Servicer (or such Sub-Servicer), as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In addition, the Master Servicer (and each Sub-Servicer) shall comply with, and the examination performed by each such firm of independent certified public accountants as required by this Section 4.10 will be performed and delivered in accordance with the, Audit Guide, Compliance Audits (Attestation Engagements) for Lenders and Lender Servicers Participating in the Federal Family Education Loan Program (Audit Guide), issued by the Department, Office of the Inspector General, dated October 1996 or as subsequently revised and deliver such report in accordance with regulation.

Annual Independent Certified Public Accountants’ Report. The Each of the Administrator and the Master Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller Administrator or the DepositorMaster Servicer (or such Sub-Servicer), as the case may be, to deliver to the Owner Depositor, the Eligible Lender Trustee and the Indenture Trustee on or before March 31 25 of each year beginning March 3125, 2006 with respect (or, in each case, such earlier date required to the prior calendar year (or such shorter period in the case permit timely filing of the first such report) Issuer’s Exchange Act filings in accordance with then-current Commission rules and regulations), a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trusteesaid parties, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures certain documents and records relating to the servicing of the Receivables under this Agreement Financed Student Loans during the preceding calendar year (or, in the case of the first such report, during the period from the date hereof to December 31, 2005), and that, on the basis of such examinationthe accounting and auditing procedures considered appropriate under the circumstances (but in any event, in accordance with standards established by the American Institute of Certified Public Accountants), such firm is of the opinion that such servicing has been was conducted during such period in compliance with the terms of this Agreement Agreement, except for (ai) such exceptions as such firm believes shall believe to be immaterial and (bii) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that the event such firm has compared requires the mathematical calculations of each amount set forth in Indenture Trustee and the Servicer's Certificates forwarded by the Servicer pursuant Eligible Lender Trustee to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes agree to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed by such firm, the Master Servicer shall direct the Indenture Trustee and the Eligible Lender Trustee in conjunction with writing to so agree; it being understood and agreed that the examination Indenture Trustee and the Eligible Lender Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Indenture Trustee and the Eligible Lender Trustee make no independent inquiry or investigation as to, and shall contain a statement have no obligation or liability in respect of, the sufficiency, validity or correctness of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such periodprocedures. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the Such report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Administrator or the Master Servicer (or such Sub-Servicer), as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In addition, the Master Servicer (and each Sub-Servicer) shall comply with, and the examination performed by each such firm of independent certified public accountants as required by this Section 4.10 will be performed and delivered in accordance with the, Audit Guide, Compliance Audits (Attestation Engagements) for Lenders and Lender Servicers Participating in the Federal Family Education Loan Program (Audit Guide), issued by the Department, Office of the Inspector General, dated October 1996 or as subsequently revised and deliver such report in accordance with regulation.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller Seller, the Depositor or the Depositoreither Receivables Servicer, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 2005 with respect to the prior calendar year twelve months ended on the immediately preceding December 31 (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicerapplicable party's procedures and records relating to such party's servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that the applicable servicing by such servicing party has been conducted during such period in compliance with this Agreement Agreement, except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trustexamination. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer (or a Receivables Servicer, as applicable) within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such independent certified public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in the report required to be prepared pursuant to this Section 3.10, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, Servicer or to the Seller or the DepositorSeller, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 2001 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Seller or the Depositor, to deliver to the Owner Trustee and the Indenture Trustee on or before March 31 of each year beginning March 31, 2006 2003 with respect to the prior calendar year (or such shorter period in the case of the first such report) a report addressed to the board of directors of the Servicer and to the Owner Trustee and the Indenture Trustee, to the effect that such firm has examined the automobile and light-duty truck receivable servicing functions of the Servicer for such period, including the Servicer's procedures and records relating to servicing of the Receivables under this Agreement and that, on the basis of such examination, such firm is of the opinion that such servicing has been conducted during such period in compliance with this Agreement except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as shall be set forth in such firm's report. In addition, such report shall state that such firm has compared the mathematical calculations of each amount set forth in the Servicer's Certificates forwarded by the Servicer pursuant to Section 3.9 during the period covered by such report (which shall be the preceding calendar year or such shorter period in the case of the first such report) 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 such firm believes to be immaterial and such other exceptions as shall be set forth in such statement. In addition, such report shall set forth the procedures performed in conjunction with the examination and shall contain a statement an opinion of such firm as to the accuracy of the amounts set forth in the Servicer's Certificates delivered pursuant to Section 3.9 in such period. Notwithstanding the foregoing in this Section 3.11, the Servicer, in its sole discretion, may cause to be delivered, in lieu of the report referred to above in this Section 3.11, the attestation report of a registered public accounting firm that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust. The report or attestation report, as applicable, will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.