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

Annual Independent Certified Public Accountants’ Report. The Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 of each year beginning December 31, 2000, a report addressed to the 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 examined certain documents and records relating to the administration of the Financed Student Loans and of the 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 the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator Servicer shall cause a firm of independent certified public accountants, which may also render other services to the AdministratorServicer or the Seller, to deliver to the Seller, the Eligible Lender Owner Trustee, the Indenture Trustee and any Swap Counterparties the Security Insurer on or before December 31 November 30 of each year beginning December 31November 30, 2000, a 2004 an agreed-upon procedures report addressed to the Administrator and to Servicer, the Seller, the Eligible Lender Owner 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 Security Insurer and each Rating Agency, expressing a summary of findings, (based on certain procedures performed on the documents, records and accounting records that such accountants considered appropriate under the Basic Documents), circumstances) relating to the effect that such firm has examined certain documents and records relating to servicing of the Receivables, or the administration of the Financed Student Loans Receivables and of the Trust Trust, as the case may be, during the preceding fiscal year ended September 30 (or, in for the case initial report, for such longer period or shorter period as shall have elapsed from the date of issuance of the first such reportNotes), 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 the such servicing or administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Administrator 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 Administrator Servicer shall cause a firm of independent certified public accountants, which may also render other services to the AdministratorServicer, the Seller or any other Affiliate of CNH Global, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 of each year beginning December 31, 2000, a report addressed to the 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)on or before April 30 of each year a report, addressed to the effect that such firm has examined Board of Directors of the Servicer, the Trustee and the Indenture Trustee, summarizing the results of certain procedures with respect to certain documents and records relating to the administration servicing of the Financed Student Loans and of the Trust Receivables during the preceding fiscal calendar year ended September 30 (or, in the case of the first such report, during the period from the Closing Initial Cutoff Date to September 30December 31, 2000) 2002). The procedures to be performed and thatreported 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, on the basis 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 accounting Servicer and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee makes no independent inquiry or investigation as to, and shall send a copy have no obligation or liability in respect of, the sufficiency, validity or correctness of each such report to the Rating Agenciesprocedures. Such report will also indicate that the firm is independent of the Administrator 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any the Swap Counterparties Counterparty on or before December 31 of each year beginning December 31, 20001999, a report addressed to the Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any the Swap Counterparties 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 examined certain documents and records relating to the administration of the Financed Student Loans and of the 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, 20001999) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator Servicer shall cause a firm of independent certified public accountants, which may also render other services to the AdministratorServicer, the Seller or any other Affiliate of CNH Global, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 of each year beginning December 31, 2000, a report addressed to the 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)on or before April 30 of each year a report, addressed to the effect that such firm has examined Board of Directors of the Servicer, the Trustee and the Indenture Trustee, summarizing the results of certain procedures with respect to certain documents and records relating to the administration servicing of the Financed Student Loans and of the Trust Receivables during the preceding fiscal calendar year ended September 30 (or, in the case of the first such report, during the period from the Closing Initial Cutoff Date to September 30December 31, 2000) 2003). The procedures to be performed and thatreported 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, on the basis 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 accounting Servicer and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee makes no independent inquiry or investigation as to, and shall send a copy have no obligation or liability in respect of, the sufficiency, validity or correctness of each such report to the Rating Agenciesprocedures. Such report will also indicate that the firm is independent of the Administrator 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties on or before [December 31 31] of each year beginning December 31, 2000[ ], a report addressed to the 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 examined certain documents and records relating to the administration of the Financed Student Loans and of the Trust during the preceding fiscal year ended [September 30 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 the administration of the Trust was conducted in compliance with the terms of this Agreement, except for 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator Master Servicer shall cause a firm of independent certified public accountants, which may also render other services to the AdministratorMaster Servicer, the Seller or their Affiliates, to deliver to the Seller, the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties on or before December 31 (with a copy to the Seller) within 180 days of each the end of the Master Servicer's regular calendar-year beginning December 31, 2000audit period, a report addressed to the Administrator Master Servicer 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)Trustee, to the effect that such firm has examined certain documents and records performed an examination made in accordance with the Audit Guide, COMPLIANCE AUDITS (ATTESTATION ENGAGEMENTS) FOR LENDERS AND LENDER SERVICERS PARTICIPATING IN THE FEDERAL FAMILY EDUCATION LOAN PROGRAM (Audit Guide), issued by the U.S. Department of Education, Office of Inspector General, dated October 1996 or as subsequently revised, relating to the administration servicing of Student Loans (including the Financed Student Loans and of the Trust under this Agreement) 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 30December 31, 20001997) and that, on the basis of the accounting and auditing procedures considered appropriate under performed during the circumstancesexamination made in accordance with the Audit Guide, such firm is of the will issue an opinion as to whether management's assertions that the administration of the Trust was conducted in compliance Master Servicer complied with the terms of this Agreementcompliance requirements as described in the Audit Guide, are fairly stated, in all material respects, except for (ix) such exceptions as such firm shall believe to be immaterial and (iiy) such other exceptions as shall be set forth in such report. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Administrator 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 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), which may also render other services to the Servicer or the Administrator, as the case may be, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Owner Trustee and any Swap Counterparties the Rating Agencies on or before December 31 March 20th of each year beginning December 31, 2000calendar year, a report addressed to the Administrator Servicer or the Administrator, as the case may be, and to the Seller, the Eligible Lender Owner 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 examined certain documents and records relating to the administration servicing or the administration, as the case may be, of the Financed Trust Student Loans and of the Trust during the preceding fiscal calendar year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to September 30December 31, 20002010) in evaluating the Servicer’s and Administrator’s compliance with the Servicing Agreement and this Agreement, respectively, and that, on the basis of the auditing and accounting and auditing procedures considered appropriate under the circumstancescircumstances and in accordance with standards established by the American Institute of Certified Public Accountants, such firm is of the opinion that the administration servicing and administration, as applicable, of the Trust Student Loans and the Trust was conducted conducted, in all material respects, in compliance with the terms of the Servicing Agreement and this Agreement, respectively, 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Administrator 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 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), which may also render other services to the Servicer or the Administrator, as the case may be, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Owner Trustee and any Swap Counterparties the Rating Agencies on or before December 31 March 20th of each year beginning December 31, 2000calendar year, a report addressed to the Administrator Servicer or the Administrator, as the case may be, and to the Seller, the Eligible Lender Owner 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 examined certain documents and records relating to the administration servicing or the administration, as the case may be, of the Financed Trust Student Loans and of the Trust during the preceding fiscal calendar year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to September 30December 31, 200020__) in evaluating the Servicer’s and Administrator’s compliance with the Servicing Agreement and this Agreement, respectively, and that, on the basis of the auditing and accounting and auditing procedures considered appropriate under the circumstancescircumstances and in accordance with standards established by the American Institute of Certified Public Accountants, such firm is of the opinion that the administration servicing and administration, as applicable, of the Trust Student Loans and the Trust was conducted conducted, in all material respects, in compliance with the terms of the Servicing Agreement and this Agreement, respectively, 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Administrator 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 Administrator Servicer shall cause a firm of independent certified public accountants, which may also render other services to the AdministratorServicer, the Seller or any other Affiliate of CNH Global, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 of each year beginning December 31, 2000, a report addressed to the 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)on or before April 30 of each year a report, addressed to the effect that such firm has examined Board of Directors of the Servicer, the Trustee and the Indenture Trustee, summarizing the results of certain procedures with respect to certain documents and records relating to the administration servicing of the Financed Student Loans and of the Trust Receivables during the preceding fiscal calendar year ended September 30 (or, in the case of the first such report, during the period from the Closing Initial Cutoff Date to September 30December 31, 2000) 2001). The procedures to be performed and thatreported 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, on the basis 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 accounting Servicer and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee makes no independent inquiry or investigation as to, and shall send a copy have no obligation or liability in respect of, the sufficiency, validity or correctness of each such report to the Rating Agenciesprocedures. Such report will also indicate that the firm is independent of the Administrator 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 [o] of each year beginning December 31, 2000[o], a report addressed to the 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 examined certain documents and records relating to the administration of the Financed Student Loans and of the Trust during the preceding fiscal year ended September 30 [o] (or, in the case of the first such report, during the period from the Closing Date to September 30, 2000[o]) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Subordinate Note Insurer and any the Swap Counterparties Counterparty on or before December 31 of each year beginning December 31, 20001998, a report addressed to the Administrator and to the Seller, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Subordinate Note Insurer and any the Swap Counterparties 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 Indenture Trustee Subordinate Note Insurer under the Basic DocumentsRelated Agreements), to the effect that such firm has examined certain documents and records relating to the administration of the Financed Student Loans and of the 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, 20001998) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender TrusteeTrust, the Indenture Trustee and any Swap Counterparties on or before December March 31 of each year beginning December March 31, 20002003, a report addressed to the Administrator and to Administrator, the SellerTrust, 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 Trust, the Eligible Lender Trustee and the Indenture Trustee under the Basic Documents), to the effect that such firm has examined certain documents and records relating to the administration of the Financed Student Loans and of the Trust during the preceding fiscal year ended September 30 March 31 (or, in the case of the first such report, during the period from the a Closing Date to September 30, 2000March 31) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 ------------------------------------------------------- Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties on or before December ____________ 31 of each year beginning December ___________ 31, 2000199_, a report addressed to the Administrator and to the Seller, the Eligible Lender Trustee, Trustee and 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 DocumentsRelated Agreements), to the effect that such firm has examined certain documents and records relating to the administration of the Financed Student Loans and of the 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____________, 2000199__) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the such administration of the Trust was conducted in compliance with the terms of this Agreement, including the provisions of the Higher Education Act, 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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), which may also render other services to the Servicer or the Administrator, as the case may be, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Owner Trustee and any Swap Counterparties the Rating Agencies on or before December March 31 of each year beginning December 31, 2000year, a report addressed to the Administrator Servicer or the Administrator, as the case may be, and to the Seller, the Eligible Lender Owner 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 examined certain documents and records relating to the administration servicing or the administration, as the case may be, of the Financed Trust Student Loans and of the Trust during the preceding fiscal calendar year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to September 30December 31, 20002008) in evaluating the Servicer’s and Administrator’s compliance with the Servicing Agreement and this Agreement, respectively, and that, on the basis of the auditing and accounting and auditing procedures considered appropriate under the circumstancescircumstances and in accordance with standards established by the American Institute of Certified Public Accountants, such firm is of the opinion that the administration servicing and administration, as applicable, of the Trust Student Loans and the Trust was conducted conducted, in all material respects, in compliance with the terms of the Servicing Agreement and this Agreement, respectively, 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Administrator 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 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, which may also render other services to accountants approved by the AdministratorSurety Provider, to deliver to the SellerSellers, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties the Surety Provider on or before December 31 April 30 of each year beginning December 31April 30, 20001997, a report addressed to the Administrator Master Servicers and to the SellerSellers, 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 Surety Provider and the Indenture Trustee under the Basic Documents)Trustee, to the effect that such firm has examined certain documents and records relating to the servicing of the Financed Student Loans, for the administration of the Financed Student Loans and of the Trust Trust, as the case may be, during the preceding fiscal calendar year ended September 30 (or, in the case of the first such report, during the period from the Closing Date to September 30December 31, 20001997) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the such servicing or administration of the Trust was conducted in compliance with the terms of this Agreement, all Supplemental Sale and Servicing Agreements, or with the terms of such Agreements and the Administration Agreement, as the case may be, 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Administrator 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Owner Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 [September 25] of each year beginning December 31, 2000[September 25,] 2004, a report addressed to the Administrator and to Administrator, the SellerOwner 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 examined certain documents and records relating to the administration of the Financed Student Loans and of the Trust Issuer during the Administrator's preceding fiscal year ended September June 30 (or, in the case of the first such report, during the period from the a Closing Date to September June 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 the administration of the Trust Issuer 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties on or before December March 31 of each year beginning December March 31, 2000, a report addressed to the Administrator and to the Seller, the Eligible Lender Trustee, Trustee and 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 DocumentsRelated Agreements), to the effect that such firm has examined certain documents and records relating to the administration of the Financed Student Loans and of the Trust during the preceding fiscal year ended September 30 December 31 (or, in the case of the first such report, during the period from the Closing Date to September 30December 31, 20001999) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 [_______] of each year beginning December 31, 2000[_______], a report addressed to the 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 examined certain documents and records relating to the administration of the Financed Student Loans and of the 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 the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 of each year beginning December 31, 2000[ ], a report addressed to the 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 examined certain documents and records relating to the administration of the Financed Student Loans and of the 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 the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties on or before December 31 June 30 of each year beginning December 31June 30, 20001998, a report addressed to the Administrator and to the Seller, the Eligible Lender Trustee, Trustee and 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 DocumentsRelated Agreements), to the effect that such firm has examined certain documents and records relating to the administration of the Financed Student Loans and of the Trust during the preceding fiscal year ended September 30 December 31 (or, in the case of the first such report, during the period from the Closing Date to September 30December 31, 20001997) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the such administration of the Trust was conducted in compliance with the terms of this Agreement, 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator Servicer shall cause a firm of independent certified public accountants, which may also render other services to the AdministratorServicer or the Depositor, to deliver to the SellerDepositor, the Eligible Lender Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator on or before November 30 of each year beginning November 30, 2006 an agreed-upon procedures report addressed to the Servicer, the Depositor, the Owner Trustee, the Indenture Trustee and any Swap Counterparties the Indenture Administrator and each Rating Agency, expressing a summary of findings, (based on or before December 31 of each year beginning December 31certain procedures performed on the documents, 2000, a report addressed records and accounting records that such accountants considered appropriate under the circumstances) relating to the Administrator and to servicing of the SellerReceivables, 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 examined certain documents and records relating to or the administration of the Financed Student Loans Receivables and of the Trust Trust, as the case may be, during the preceding fiscal year ended September 30 (or, in for the case initial report, for such longer period or shorter period as shall have elapsed from the date of issuance of the first such reportNotes), 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 the such servicing or administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Administrator 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Owner Trustee, the Indenture Trustee and any Swap Counterparties on or before December 31 September 15 of each year beginning December 31September 15, 20002004, a report addressed to the Administrator and to the SellerAdministrator, the Eligible Lender Owner 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 Owner Trustee, and the Indenture Trustee under the Basic Documents), to the effect that such firm has examined certain documents and records relating to the administration of the Financed Student Loans and of the Trust Issuer during the Administrator’s preceding fiscal year ended September June 30 (or, in the case of the first such report, during the period from the initial Closing Date to September June 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 the administration of the Trust Issuer 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the 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 Administrator shall cause a firm of independent certified public accountants, which may also render other services to the Administrator, to deliver to the Seller, the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties on or before December 31 of each year beginning December 31, 20001997, a report addressed to the Administrator and to the Seller, the Eligible Lender Trustee, Trustee and 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 DocumentsRelated Agreements), to the effect that such firm has examined certain documents and records relating to the administration of the Financed Student Loans and of the 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, 20001997) and that, on the basis of the accounting and auditing procedures considered appropriate under the circumstances, such firm is of the opinion that the administration of the Trust 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. The Indenture Trustee shall send a copy of each such report to the Rating Agencies. Such report will also indicate that the firm is independent of the Administrator within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.