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

Annual Independent Certified Public Accountants’ Report. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 2021, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212025, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th shall cause a firm of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, independent certified public accountants (who may also render other services to the Servicer or any of its Affiliates, or Seller) to deliver to the Seller, addressed to the audit committee of the Servicer and the Owner Trustee, Indenture Trustee and dated during the current yeareach Rating Agency on or before April 30 of each year beginning on ___________________, a report to the effect that such firm has examined the Servicer’s policies and procedures and issued its report thereon and expressing a summary of findings (based on 's assertion that it has complied with the procedures to be performed on the documents, records and accounting records minimum servicing standards set forth in clause the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers (b"USAP") for the twelve months ended December 31 of this Section 4.11the preceding year (or, in the case of the first such certificate, from the Closing Date until December 31, 199_), and that such examination (1) included tests relating to the servicing of the Loans and the related Contracts and the or administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed Receivables in accordance with standards established by the American Institute requirements of Certified Public Accountants. For purposes the USAP, to the extent the procedures in such program apply to the servicing or administration of clause the Receivables and (i2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of this Section 4.11(a)the Receivables that, an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct in the Indenture Trusteefirm's opinion, upon receipt paragraph six of such copy of the Independent Accountants report, program requires such firm to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the event such independent public accountants require the Trust Collateral Agent or firm requires the Indenture Trustee or Owner 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 4.11firm, the Servicer shall direct the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made or Owner Trustee, 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 Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report shall will 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. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, each Noteholder and the Rating Agencies, on or before April 30th of each year beginning in the year 20212011, a copy of a 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 audit committee Board of Directors of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination (1) was performed in accordance with standards established by the American Institute of 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 $2,000 1,000 or 0.10.05%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212018, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, each Noteholder and the Rating Agencies, on or before April 30th of each year beginning in the year 20212013, a copy of a 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 audit committee Board of Directors of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination (1) was performed in accordance with standards established by the American Institute of 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 $2,000 or 0.10.01%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a1) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212022, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212025, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) 56 such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212018, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. 50 The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a1) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 2021, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212022, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212023, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th shall cause a firm of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, independent certified public accountants (who may also render other services to the Servicer or any of its Affiliates, or Seller) to deliver to the Seller, addressed to the audit committee of the Servicer and the Owner Trustee, Indenture Trustee and dated during the current yeareach Rating Agency on or before April 30 of each year beginning on April 30, 2000, a report to the effect that such firm has examined the Servicer’s policies and procedures and issued its report thereon and expressing a summary of findings (based on 's assertion that it has complied with the procedures to be performed on the documents, records and accounting records minimum servicing standards set forth in clause the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers (b"USAP") for the twelve months ended December 31 of this Section 4.11the preceding year (or, in the case of the first such certificate, from the Closing Date until December 31, 1999), and that such examination (1) included tests relating to the servicing of the Loans and the related Contracts and the or administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed Receivables in accordance with standards established by the American Institute requirements of Certified Public Accountants. For purposes the USAP, to the extent the procedures in such program apply to the servicing or administration of clause the Receivables and (i2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of this Section 4.11(a)the Receivables that, an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct in the Indenture Trusteefirm's opinion, upon receipt paragraph six of such copy of the Independent Accountants report, program requires such firm to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the event such independent public accountants require the Trust Collateral Agent or firm requires the Indenture Trustee or Owner 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 4.11firm, the Servicer shall direct the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made or Owner Trustee, 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 Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. SALE AND SERVICING AGREEMENT 15 Such report shall will 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. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212017, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 52 reports required to be prepared pursuant to this Section 4.11, the Servicer shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th shall cause a firm of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, independent certified public accountants (who may also render other services to the Servicer or any of its Seller and their Affiliates, or ) to deliver to the Seller, addressed to the audit committee of the Servicer and the Owner Trustee, Indenture Trustee and dated during the current yeareach Rating Agency on or before March 31 of each year beginning on March 31, 2003, a report to the effect that that, as to objectively determinable matters, such firm has examined the Servicer’s policies and procedures and issued 's assertion that it has fulfilled its report thereon and expressing a summary obligations in all material respects under this Agreement for the twelve months ended December 31 of findings the preceding year (based on or, in the procedures to be performed on case of the documentsfirst such certificate, records and accounting records from the Closing Date until December 31, 2002) set forth in clause (b) of this the Officer's Certificate delivered pursuant to Section 4.11) relating to the servicing of the Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year 4.10(a), and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i1) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed made in accordance with the standards established by the American Institute of Certified Public Accountants. For purposes , (2) except as described in the report, the assertions in the Officer's Certificate are, as to objectively determinable matters, fairly stated in all material respects and (3) that the firm is independent of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct within the Indenture Trustee, upon receipt of such copy meaning of the Independent Accountants report, to post such copy Code of Professional Ethics of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit American Institute of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants reportCertified Public Accountants. In the event such independent public accountants require the Trust Collateral Agent or firm requires the Indenture Trustee or Owner 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 4.11firm, the Servicer shall direct the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made or Owner Trustee, 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 Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212015, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.10.01%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants reportReport, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx wxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants reportReport. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants reportReport. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th shall cause a firm of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, independent certified public accountants (who may also render other services to the Servicer or any of its Affiliates, or Seller) to deliver to the Seller, addressed to the audit committee of the Servicer and the Owner Trustee, Indenture Trustee and dated during the current yeareach Rating Agency on or before April 30 of each year beginning on ___________________, a report to the effect that such firm has examined the Servicer’s policies and procedures and issued its report thereon and expressing a summary of findings (based on 's assertion that it has complied with the procedures to be performed on the documents, records and accounting records minimum servicing standards set forth in clause the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers (b"USAP") for the twelve months ended December 31 of this Section 4.11the preceding year (or, in the case of the first such certificate, from the Closing Date until December 31, 200[_]), and that such examination (1) included tests relating to the servicing of the Loans and the related Contracts and the or administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed Receivables in accordance with standards established by the American Institute requirements of Certified Public Accountants. For purposes the USAP, to the extent the procedures in such program apply to the servicing or administration of clause the Receivables and (i2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of this Section 4.11(a)the Receivables that, an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct in the Indenture Trusteefirm's opinion, upon receipt paragraph six of such copy of the Independent Accountants report, program requires such firm to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the event such independent public accountants require the Trust Collateral Agent or firm requires the Indenture Trustee or Owner 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 4.11firm, the Servicer shall direct the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made or Owner Trustee, as the case may be, need not SALE AND SERVICING AGREEMENT 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 Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report shall will 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. (a) The Servicer will deliver to the Trust Collateral Agentshall cause a firm of independent certified public accountants, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, who which may also render other services to the Servicer Servicer, the Seller or any of its AffiliatesJDCC, or to deliver to the Seller, addressed to the audit committee of the Servicer Owner Trustee and the Indenture Trustee on or before February 28 (or, if the Trust is required to file a Form 10-K with the Securities and dated during Exchange Commission with respect to the current prior fiscal year, by such earlier date as will permit the timely filing of the Trust’s Form 10-K) of each year beginning in 2006, a report addressed to the Board of Directors of the Servicer, the Owner Trustee and the Indenture Trustee, to the effect that (a) such firm has examined management’s assertion that with respect to the Receivables the Servicer has complied for the most recent fiscal year of the Servicer, with the Servicer’s policies and procedures and issued its report thereon and expressing a summary of findings (minimum servicing standards that are based on the procedures Mortgage Banker’s Association of America’s Uniform Single Attestation Program for Mortgage Bankers, modified to be performed on address the documents, records unique characteristics of servicing agricultural and accounting records set forth in clause construction equipment loans; (b) of this Section 4.11) relating to the servicing of the Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration examination was conducted in compliance accordance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with attestation standards established by the American Institute of Certified Public AccountantsAccountants and included examining, on a test basis, evidence about the Servicer’s compliance with its minimum servicing standards; and (c) except as described in the report, management’s assertion is fairly stated in all material respects. For purposes In lieu of clause (i) the above-described report, the Servicer may cause a firm of this Section 4.11(a)independent certified public accountants to deliver to the Owner Trustee and the Indenture Trustee an attestation report addressed to the Board of Directors of the Servicer, an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Owner Trustee and the Indenture Trustee, upon receipt that complies with the independent auditors’ attestation standards of such copy Regulation AB under the Securities Act of the Independent Accountants report1933, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Serviceras amended, and neither the Trust Collateral Agent nor the Indenture Trustee has made any independent inquiry or investigation Securities Exchange Act of 1934, as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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 Accountantsamended.

Annual Independent Certified Public Accountants’ Report. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212025, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an 55 independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th shall cause a firm of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, independent certified public accountants (who may also render other services to the Servicer or any of its Affiliates, or Seller) to deliver to the Seller, addressed to the audit committee of the Servicer and the Owner Trustee, Indenture Trustee and dated during the current yeareach Rating Agency on or before April 30 of each year beginning on April 30, 1999, a report to the effect that such firm has examined the Servicer’s policies and procedures and issued its report thereon and expressing a summary of findings (based on 's assertion that it has complied with the procedures to be performed on the documents, records and accounting records minimum servicing standards set forth in clause the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers (b"USAP") for the twelve months ended December 31 of this Section 4.11the preceding year (or, in the case of the first such certificate, from the Closing Date until December 31, 1998), and that such examination (1) included tests relating to the servicing of the Loans and the related Contracts and the or administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed Receivables in accordance with standards established by the American Institute requirements of Certified Public Accountants. For purposes the USAP, to the extent the procedures in such program apply to the servicing or administration of clause the Receivables and (i2) except as described in the report, disclosed no exceptions or errors in the records relating to the servicing or administration of this Section 4.11(a)the Receivables that, an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct in the Indenture Trusteefirm's opinion, upon receipt paragraph six of such copy of the Independent Accountants report, program requires such firm to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the event such independent public accountants require the Trust Collateral Agent or firm requires the Indenture Trustee or Owner 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 4.11firm, the Servicer shall direct the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee or Owner Trustee, as the case may be, will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made or Owner Trustee, 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 Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report shall will 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.. SALE AND SERVICING AGREEMENT

Annual Independent Certified Public Accountants’ Report. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, each Noteholder and the Rating Agencies, on or before April 30th of each year beginning in the year 20212012, a copy of a 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 audit committee Board of Directors of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination (1) was performed in accordance with standards established by the American Institute of 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 $2,000 or 0.10.01%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to Each of the Trust Collateral Agent, the Issuer, the Indenture Trustee, Administrator and the Rating AgenciesMaster Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a firm of independent certified public accountants, on or before April 30th of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, who which may also render other services to the Administrator or the Master Servicer (or any of its Affiliatessuch Sub-Servicer), or as the case may be, to deliver to the SellerDepositor, addressed to the audit committee of Eligible Lender Trustee, the Servicer Securities Insurer, the Swap Counterparty and the Indenture Trustee and dated during on or before March 1 of each year beginning March 1, 2005, a report addressed to the current yearsaid parties, to the effect that such firm has examined the Servicer’s policies certain documents 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 Financed Student Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year (or, in the case of the first such report, during the period from the date hereof to December 31, 2004), and that, on the basis of the 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 and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the event such independent public accountants require the Trust Collateral Agent or firm requires the Indenture Trustee and the Eligible Lender 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 4.11firm, the Master Servicer shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or Indenture Trustee and the Indenture Eligible Lender Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made any and the Eligible Lender Trustee make no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report shall will also indicate that the firm is independent of the Administrator or the Master Servicer and its Affiliates (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. (a) The Servicer will deliver to the Trust Collateral Agent, the Issuer, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212020, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to Each of the Trust Collateral Agent, the Issuer, the Indenture Trustee, Administrator and the Rating AgenciesMaster Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a registered public accounting firm (as the term is used in Section 1122 of Registration AB), on or before April 30th of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, who which may also render other services to the Administrator or the Master Servicer (or any of its Affiliatessuch Sub-Servicer), or as the case may be, to deliver to the SellerDepositor, addressed to the audit committee of Eligible Lender Trustee, the Servicer Owner Trustee and the Indenture Trustee on or before March [15] of each year beginning March [15], 20[__] (or, in each case, such earlier date required to permit timely filing of the Issuer’s Exchange Act filings, if any, in accordance with then-current Commission rules and dated during regulations), a report addressed to the current yearsaid parties, to the effect that such firm has examined the Servicer’s policies certain documents 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 Financed Student Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust 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 the 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 and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the event such independent public accountants require the Trust Collateral Agent or firm requires the Indenture Trustee, the Eligible Lender Trustee and the Owner 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 4.11firm, the Master Servicer shall direct the Trust Collateral Agent or Indenture Trustee and the Indenture Owner Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or Indenture Trustee and the Indenture Owner Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made any and the Owner Trustee make no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report shall will also indicate that the firm is independent of the Administrator or the Master Servicer and its Affiliates (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. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212018, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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. (a) The Servicer will deliver to Each of the Trust Collateral Agent, the Issuer, the Indenture Trustee, Administrator and the Rating AgenciesMaster Servicer shall (or the Master Servicer shall cause each Sub-Servicer to) cause a firm of independent certified public accountants, on or before April 30th of each year beginning in the year 2021, a copy of a report prepared by Independent Accountants, who which may also render other services to the Administrator or the Master Servicer (or any of its Affiliatessuch Sub-Servicer), or as the case may be, to deliver to the SellerDepositor, addressed to the audit committee of Eligible Lender Trustee, the Servicer Securities Insurer, the Swap Counterparty and the Indenture Trustee and dated during on or before March 31 of each year beginning March 31, 2004, a report addressed to the current yearsaid parties, to the effect that such firm has examined the Servicer’s policies certain documents 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 Financed Student Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year (or, in the case of the first such report, during the period from the date hereof to December 31, 2003), and that, on the basis of the 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 and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.1%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants report, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants report. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants report. In the event such independent public accountants require the Trust Collateral Agent or firm requires the Indenture Trustee and the Eligible Lender 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 4.11firm, the Master Servicer shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or Indenture Trustee and the Indenture Eligible Lender Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and neither the Trust Collateral Agent nor the Indenture Trustee has made any and the Eligible Lender Trustee make no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report shall will also indicate that the firm is independent of the Administrator or the Master Servicer and its Affiliates (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. (a) The Servicer will deliver to the Trust Collateral Agent, the IssuerOwner Trustee, the Indenture Trustee, and the Rating Agencies, on or before April 30th of each year beginning in the year 20212015, a copy of a 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 audit committee of the Servicer and the Indenture Trustee and dated during the current year, to the effect that such firm has examined 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 Loans and the related Contracts and the administration of the Loans and the related Contracts and of the Trust during the preceding calendar year and that such servicing and administration was conducted in compliance with the terms of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such report and that such examination was performed in accordance with standards established by the American Institute of Certified Public Accountants. For purposes of clause (i) of this Section 4.11(a), an amount shall be deemed “immaterial” if it is less than $2,000 or 0.10.01%. The Servicer shall direct the Indenture Trustee, upon receipt of such copy of the Independent Accountants reportReport, to post such copy of the Independent Accountants Report to xxx.XXXXxxx.xxx for the benefit of the Noteholders. The Indenture Trustee shall be protected and incur no liability to any Noteholder acting in reliance upon the contents of such copy of the Independent Accountants reportReport. The Indenture Trustee shall not be required to make an independent investigation or inquiry with respect to the contents of such copy of the Independent Accountants reportReport. In the 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 shall direct the Trust Collateral Agent or the Indenture Trustee in writing to so agree; it being understood and agreed that the Trust Collateral Agent or the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of 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 respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee and the Trust Collateral Agent shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any report issued in connection with such an engagement and dissemination of any such report is subject to the consent of the accountants. Such report 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.