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

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, to deliver to the Trustee and the Insurer on or before March 31 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Date, a report addressed to the Board of Directors of the Servicer and to the Trustee, to the effect that such firm has reviewed the servicing of the Receivables by the Servicer and that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to the servicing obligations set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and the Insurer any Swap Counterparties on or before March December 31 of each year concerning the 12-month period ended beginning December 31 of the preceding year (or shorter period since the date of this Agreement)31, beginning on the first December 31 following the first March 31 after the Closing Date2000, a report addressed to the Board of Directors of the Servicer Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to September 30, 2000) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and the Insurer any Swap Counterparties on or before March 31 [December 31] of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Date[ ], a report addressed to the Board of Directors of the Servicer Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended [September 30] (or, in the case of the first such report, during the period from the Closing Date to [September 30]) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program for Mortgage Bankersthis Agreement, except for: (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller or any other Affiliate of CNH Global, to deliver to the Trustee and the Insurer Indenture Trustee on or before March 31 April 30 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)a report, beginning on the first December 31 following the first March 31 after the Closing Date, a report addressed to the Board of Directors of the Servicer Servicer, the Trustee and to the Indenture Trustee, summarizing the results of certain procedures with respect to the effect that such firm has reviewed certain documents and records relating to the servicing of the Receivables by during the Servicer and that such review preceding calendar year (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to the servicing obligations set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others thator, in the firm's opinioncase of the first such report, paragraph four of such program requires such firm during the period from the Initial Cutoff Date to reportDecember 31, 2002). The procedures to be performed and reported upon by the independent public accountants shall be those agreed to by the Servicer. In the event that such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, Servicer and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Such report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and the Insurer Swap Counterparty on or before March December 31 of each year concerning the 12-month period ended beginning December 31 of the preceding year (or shorter period since the date of this Agreement)31, beginning on the first December 31 following the first March 31 after the Closing Date1999, a report addressed to the Board of Directors of the Servicer Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee and the Swap Counterparty (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to September 30, 1999) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller or any other Affiliate of CNH Global, to deliver to the Trustee and the Insurer Indenture Trustee on or before March 31 April 30 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)a report, beginning on the first December 31 following the first March 31 after the Closing Date, a report addressed to the Board of Directors of the Servicer Servicer, the Trustee and to the Indenture Trustee, summarizing the results of certain procedures with respect to the effect that such firm has reviewed certain documents and records relating to the servicing of the Receivables by during the Servicer and that such review preceding calendar year (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to the servicing obligations set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others thator, in the firm's opinioncase of the first such report, paragraph four of such program requires such firm during the period from the Initial Cutoff Date to reportDecember 31, 2003). The procedures to be performed and reported upon by the independent public accountants shall be those agreed to by the Servicer. In the event that such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, Servicer and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Such report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Servicer and the Administrator shall cause a registered public accounting firm (as the term is used in Item 1122 of independent certified public accountantsRegulation AB), who which may also render other services to the ServicerServicer or the Administrator, as the case may be, to deliver to the Owner Trustee and the Insurer Rating Agencies on or before March 31 20th of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Datecalendar year, a report addressed to the Board of Directors of Servicer or the Servicer Administrator, as the case may be, and to the Owner Trustee, to the effect that such firm has reviewed examined certain documents and records relating to the servicing or the administration, as the case may be, of the Receivables by Trust Student Loans and of the Servicer Trust during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 20__) in evaluating the Servicer’s and that such review (1) included tests relating to new or used automobileAdministrator’s compliance with the Servicing Agreement and this Agreement, light-duty truckrespectively, motorcycleand that, recreational vehicle, sport utility vehicle on the basis of the auditing and van loans serviced for others accounting procedures considered appropriate under the circumstances and in accordance with standards established by the requirements American Institute of Certified Public Accountants, such firm is of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to opinion that the servicing obligations and administration, as applicable, of the Trust Student Loans and the Trust was conducted, in all material respects, in compliance with the terms of the Servicing Agreement and this Agreement, respectively, except for such exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Such report will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Administrator shall promptly deliver a copy of any such report delivered by a registered public accounting firm to the Indenture Administrator and the Indenture Trustee.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Owner Trustee, the Indenture Trustee and the Insurer any Swap Counterparties on or before March 31 [September 25] of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Date[September 25,] 2004, a report addressed to the Board of Directors of Administrator, the Servicer Owner Trustee, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Owner Trustee, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Issuer during the Administrator's preceding fiscal year ended June 30 (or, in the case of the first such report, during the period from a Closing Date to June 30) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Issuer was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller or any other Affiliate of CNH Global, to deliver to the Trustee and the Insurer Indenture Trustee on or before March 31 April 30 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)a report, beginning on the first December 31 following the first March 31 after the Closing Date, a report addressed to the Board of Directors of the Servicer Servicer, the Trustee and to the Indenture Trustee, summarizing the results of certain procedures with respect to the effect that such firm has reviewed certain documents and records relating to the servicing of the Receivables by during the Servicer and that such review preceding calendar year (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to the servicing obligations set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others thator, in the firm's opinioncase of the first such report, paragraph four of such program requires such firm during the period from the Initial Cutoff Date to reportDecember 31, 2001). The procedures to be performed and reported upon by the independent public accountants shall be those agreed to by the Servicer. In the event that such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, Servicer and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Such report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Servicer, the Seller or any other Affiliate of CNH Global, to deliver to the Servicer, the Trustee and the Insurer Indenture Trustee on or before March 31 April 30 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)a report, beginning on the first December 31 following the first March 31 after the Closing Date, a report addressed to the Board of Directors of the Servicer Servicer, the Trustee and to the Indenture Trustee, summarizing the results of certain procedures with respect to the effect that such firm has reviewed certain documents and records relating to the servicing of the Receivables by during the Servicer and that such review preceding calendar year (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to the servicing obligations set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others thator, in the firm's opinioncase of the first such report, paragraph four of such program requires such firm during the period from the Initial Cutoff Date to reportDecember 31, 2003). The procedures to be performed and reported upon by the independent public accountants shall be those agreed to by the Servicer. In the event that such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, Servicer and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Such report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Notwithstanding this Section 4.10, if the Backup Servicer is then acting as the Successor Servicer, it shall only be required to provide a copy of its annual SAS 70 report and its audited financial statements.

Annual Independent Certified Public Accountants’ Report. The Master Servicer shall cause a firm of independent certified public accountants, who which may also render other services to the Master Servicer, the Seller or their Affiliates, to deliver to the Eligible Lender Trustee and the Insurer on or before March 31 of each year concerning Indenture Trustee (with a copy to the 12-month period ended December 31 Seller) within 180 days of the preceding end of the Master Servicer's regular calendar-year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Dateaudit period, a report addressed to the Board of Directors of the Master Servicer and to the Seller, the Eligible Lender Trustee and the Indenture Trustee, to the effect that such firm has reviewed the servicing of the Receivables by the Servicer and that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others performed an examination made in accordance with the requirements Audit Guide, COMPLIANCE AUDITS (ATTESTATION ENGAGEMENTS) FOR LENDERS AND LENDER SERVICERS PARTICIPATING IN THE FEDERAL FAMILY EDUCATION LOAN PROGRAM (Audit Guide), issued by the U.S. Department of the Uniform Single Audit Program for Mortgage BankersEducation, to the extent the procedures in such program are applicable Office of Inspector General, dated October 1996 or as subsequently revised, relating to the servicing obligations set forth of Student Loans (including the Financed Student Loans under this Agreement) during the preceding year (or, in the Agreementcase of the first such report, during the period from the Closing Date to December 31, 1997) and (2) except that, on the basis of the accounting and auditing procedures performed during the examination made in accordance with the Audit Guide, such firm will issue an opinion as to whether management's assertions that the Master Servicer complied with the compliance requirements as described in the reportAudit Guide, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others thatare fairly stated, in the firm's opinionall material respects, paragraph four of except for (x) such program requires exceptions as such firm shall believe to be immaterial and (y) such other exceptions as shall be set forth in such report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Each of the Master Servicers and the Administrator shall cause a Deloitte & Touche, KPMG Peat Marwick, or any other firm of independent certified public accountants, who may also render other services to accountants approved by the ServicerSurety Provider, to deliver to the Sellers, the Eligible Lender Trustee, the Indenture Trustee and the Insurer Surety Provider on or before March 31 April 30 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)beginning April 30, beginning on the first December 31 following the first March 31 after the Closing Date1997, a report addressed to the Board of Directors of the Servicer Master Servicers and to the Sellers, the Eligible Lender Trustee, the Surety Provider and the Indenture Trustee, to the effect that such firm has reviewed examined certain documents and records relating to the servicing of the Receivables by Financed Student Loans, for the Servicer administration of the Financed Student Loans and of the Trust, as the case may be, during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 1997) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new servicing or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others administration was conducted in accordance compliance with the requirements terms of this Agreement, all Supplemental Sale and Servicing Agreements, or with the Uniform Single Audit Program terms of such Agreements and the Administration Agreement, as the case may be, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Such report will also indicate that the firm is independent of the Servicer Master Servicers within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Servicer and the Administrator shall cause a registered public accounting firm (as the term is used in Item 1122 of independent certified public accountantsRegulation AB), who which may also render other services to the ServicerServicer or the Administrator, as the case may be, to deliver to the Owner Trustee and the Insurer Rating Agencies on or before March 31 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Dateyear, a report addressed to the Board of Directors of Servicer or the Servicer Administrator, as the case may be, and to the Owner Trustee, to the effect that such firm has reviewed examined certain documents and records relating to the servicing or the administration, as the case may be, of the Receivables by Trust Student Loans and of the Servicer Trust during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 2008) in evaluating the Servicer’s and that such review (1) included tests relating to new or used automobileAdministrator’s compliance with the Servicing Agreement and this Agreement, light-duty truckrespectively, motorcycleand that, recreational vehicle, sport utility vehicle on the basis of the auditing and van loans serviced for others accounting procedures considered appropriate under the circumstances and in accordance with standards established by the requirements American Institute of Certified Public Accountants, such firm is of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to opinion that the servicing obligations and administration, as applicable, of the Trust Student Loans and the Trust was conducted, in all material respects, in compliance with the terms of the Servicing Agreement and this Agreement, respectively, except for such exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Such report will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Administrator shall promptly deliver a copy of any such report delivered by a registered public accounting firm to the Indenture Administrator and the Indenture Trustee.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Trustee Seller, the Eligible Lender Trustee, the Indenture Trustee, the Subordinate Note Insurer and the Insurer Swap Counterparty on or before March December 31 of each year concerning the 12-month period ended beginning December 31 of the preceding year (or shorter period since the date of this Agreement)31, beginning on the first December 31 following the first March 31 after the Closing Date1998, a report addressed to the Board of Directors of the Servicer Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee, the Subordinate Note Insurer and the Swap Counterparty (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Subordinate Note Insurer under the Related Agreements), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to September 30, 1998) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee and the Insurer Indenture Trustee on or before March 31 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)beginning March 31, beginning on the first December 31 following the first March 31 after the Closing Date2000, a report addressed to the Board of Directors of the Servicer Administrator and to the TrusteeSeller, the Eligible Lender Trustee and the Indenture Trustee (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Related Agreements), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended December 31 (or, in the case of the first such report, during the period from the Closing Date to December 31, 1999) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Trust, the Indenture Trustee and the Insurer any Swap Counterparties on or before March 31 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)beginning March 31, beginning on the first December 31 following the first March 31 after the Closing Date2003, a report addressed to the Board of Directors of Administrator, the Servicer Trust, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties (which report may be combined with other reports required to be delivered by such accountants to the TrusteeAdministrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended March 31 (or, in the case of the first such report, during the period from a Closing Date to March 31) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and the Insurer any Swap Counterparties on or before March 31 [_______] of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Date[_______], a report addressed to the Board of Directors of the Servicer Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended [_______] (or, in the case of the first such report, during the period from the Closing Date to [_______]) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee and the Insurer Indenture Trustee on or before March 31 June 30 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)beginning June 30, beginning on the first December 31 following the first March 31 after the Closing Date1998, a report addressed to the Board of Directors of the Servicer Administrator and to the TrusteeSeller, the Eligible Lender Trustee and the Indenture Trustee (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Related Agreements), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended December 31 (or, in the case of the first such report, during the period from the Closing Date to December 31, 1997) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others administration was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer ------------------------------------------------------- Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee and the Insurer Indenture Trustee on or before March ____________ 31 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement)beginning ___________ 31, beginning on the first December 31 following the first March 31 after the Closing Date199_, a report addressed to the Board of Directors of the Servicer Administrator and to the TrusteeSeller, the Eligible Lender Trustee and the Indenture Trustee (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Related Agreements), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended ________________ (or, in the case of the first such report, during the period from the Closing Date to ____________, 199__) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others administration was conducted in accordance compliance with the requirements terms of this Agreement, including the provisions of the Uniform Single Audit Program Higher Education Act, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and the Insurer any Swap Counterparties on or before March 31 [o] of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Date[o], a report addressed to the Board of Directors of the Servicer Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended [o] (or, in the case of the first such report, during the period from the Closing Date to [o]) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee and the Insurer Indenture Trustee on or before March December 31 of each year concerning the 12-month period ended beginning December 31 of the preceding year (or shorter period since the date of this Agreement)31, beginning on the first December 31 following the first March 31 after the Closing Date1997, a report addressed to the Board of Directors of the Servicer Administrator and to the TrusteeSeller, the Eligible Lender Trustee and the Indenture Trustee (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Related Agreements), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to September 30, 1997) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Servicer Administrator shall cause a firm of independent certified public accountants, who which may also render other services to the ServicerAdministrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and the Insurer any Swap Counterparties on or before March December 31 of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Date[ ], a report addressed to the Board of Directors of the Servicer Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties (which report may be combined with other reports required to be delivered by such accountants to the Administrator, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has reviewed examined certain documents and records relating to the servicing administration of the Receivables by Financed Student Loans and of the Servicer Trust during the preceding fiscal year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to [ ]) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that such review (1) included tests relating to new or used automobile, light-duty truck, motorcycle, recreational vehicle, sport utility vehicle and van loans serviced for others the administration of the Trust was conducted in accordance compliance with the requirements terms of the Uniform Single Audit Program this Agreement, except for Mortgage Bankers, (i) such exceptions as such firm shall believe to the extent the procedures in be immaterial and (ii) such program are applicable to the servicing obligations other exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event The Indenture Trustee shall send a copy of each such firm requires the Trustee to agree report to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresRating Agencies. The Such report will also indicate that the firm is independent of the Servicer Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Annual Independent Certified Public Accountants’ Report. The Each of the Servicer and the Administrator shall cause a registered public accounting firm (as the term is used in Item 1122 of independent certified public accountantsRegulation AB), who which may also render other services to the ServicerServicer or the Administrator, as the case may be, to deliver to the Owner Trustee and the Insurer Rating Agencies on or before March 31 20th of each year concerning the 12-month period ended December 31 of the preceding year (or shorter period since the date of this Agreement), beginning on the first December 31 following the first March 31 after the Closing Datecalendar year, a report addressed to the Board of Directors of Servicer or the Servicer Administrator, as the case may be, and to the Owner Trustee, to the effect that such firm has reviewed examined certain documents and records relating to the servicing or the administration, as the case may be, of the Receivables by Trust Student Loans and of the Servicer Trust during the preceding calendar year (or, in the case of the first such report, during the period from the Closing Date to December 31, 2010) in evaluating the Servicer’s and that such review (1) included tests relating to new or used automobileAdministrator’s compliance with the Servicing Agreement and this Agreement, light-duty truckrespectively, motorcycleand that, recreational vehicle, sport utility vehicle on the basis of the auditing and van loans serviced for others accounting procedures considered appropriate under the circumstances and in accordance with standards established by the requirements American Institute of Certified Public Accountants, such firm is of the Uniform Single Audit Program for Mortgage Bankers, to the extent the procedures in such program are applicable to opinion that the servicing obligations and administration, as applicable, of the Trust Student Loans and the Trust was conducted, in all material respects, in compliance with the terms of the Servicing Agreement and this Agreement, respectively, except for such exceptions as shall be set forth in the Agreement, and (2) except as described in the report, disclosed no exceptions or errors in the records relating to automobile, van or light truck loans serviced for others that, in the firm's opinion, paragraph four of such program requires such firm to report. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Such report will also indicate that the firm is independent of the Servicer or the Administrator, as the case may be, within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Administrator shall promptly deliver a copy of any such report delivered by a registered public accounting firm to the Indenture Administrator and the Indenture Trustee.