Common use of Annual Independent Public Accountant’s Servicing Reports Clause in Contracts

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082007: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent and each Liquidity Agent, the Collateral Custodian and the Backup Servicer, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082003: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent and each Liquidity Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with which such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Purchaser Agent, the Collateral Custodian and the Backup Servicer, within 90 ninety (90) days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082006: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent and each Purchaser Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Purchaser Agent, the Collateral Custodian and the Backup Servicer, within 90 ninety (90) days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082004: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent and each Purchaser Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative AgentBorrower, the Collateral Custodian Deal Agent and each Lender Agent (with a copy to the Backup Servicer), within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: 2005, (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralTransferred Loans, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by not be amended from those procedures in effect as of the Administrative Closing Date without the prior approval of the Borrower and the Deal Agent) to certain documents and records relating to the Collateral servicing of Transferred Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Purchaser Agent, the Collateral Custodian and the Backup Servicer, within 90 ninety (90) days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent and each Purchaser Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian Deal Agent and the Backup ServicerLenders, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082017: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative AgentDeal Agent and the Lenders) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The At its own expense, the Servicer will cause a firm of nationally recognized independent Independent public accountants acceptable to the Agent in its reasonable discretion (who may also render other services to the Servicer) to furnish to the Administrative AgentBorrower, the Collateral Custodian Agent and each Lender (with a copy to the Backup Servicer and the Backup ServicerTrustee), within 90 120 days following the end December 31 of each fiscal year of the Serviceryear, commencing with the fiscal year ending on December 31, 2008: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by not be amended from those procedures in effect as of the Administrative Closing Date without the prior approval of the Borrower and Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVII of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian Deal Agent and the Backup ServicerLenders, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082019: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative AgentDeal Agent and the Lenders) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end on or prior to March 31 of each fiscal year of the Serviceryear, commencing with the fiscal year ending on December March 31, 2008: 2001, (i) a report relating to such the previous fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans included in the Asset Pool, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such the preceding fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s 's Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent, the Collateral Custodian and the Backup Servicer, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082016: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Purchaser Agent, the Collateral Custodian Trustee and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082004: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Servicing Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (a draft of which procedures shall have been approved by are attached hereto as Schedule IX, it being understood that the Servicer and the Administrative AgentAgent will provide an updated Schedule IX reflecting any further any remaining relating to such Schedule IX prior to the issuance of the first such agreed-upon procedures report, a copy of which ) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Servicing Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, Borrower and the Collateral Custodian and Deal Agent (with a copy to the Backup Servicer), within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: 1999, (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Borrower and Deal Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s 's Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The At its own expense, the Servicer will cause a firm of nationally recognized independent public accountants acceptable to the Agent in its reasonable discretion (who may also render 102 other services to the Servicer) to furnish to the Administrative Agent, Borrower and the Collateral Custodian and Agent (with a copy to the Backup Servicer), within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: 2005, (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by not be amended from those procedures in effect as of the Administrative Closing Date without the prior approval of the Borrower and Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Lender Agent and the Collateral Custodian and the Backup Servicer, Agent within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) Servicer a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (a copy of which procedures shall have been approved by are attached hereto as Schedule IV, it being understood that the Servicer and the Administrative AgentAgent will provide an updated Schedule IV reflecting any further amendments to such Schedule IV prior to the issuance of the first such agreed-upon procedures report, a copy of which shall replace the then existing Schedule IV) to certain documents and records relating to the Collateral Portfolio under any Transaction Document, compared the information contained in the Monthly Servicing Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082007: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm 118 is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, 105 commencing with the fiscal year ending on December 31, 2008: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Purchaser Agent, the Collateral Custodian and the Backup Servicer, within 90 ninety (90) days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082002: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the CollateralAssets, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent and each Purchaser Agent) to certain documents and records relating to the Collateral Assets under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s 's Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian Deal Agent and the Backup ServicerLenders, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082017: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures agreed‑upon procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative AgentDeal Agent and the Lenders) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian Deal Agent and the Backup ServicerLenders, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082019: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures agreed‑upon procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative AgentDeal Agent and the Lenders) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent and each Liquidity Agent, the Collateral Custodian and the Backup Servicer, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082003: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with which such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The At its own expense, the Servicer will cause a firm of nationally recognized independent public accountants acceptable to the Agent in its reasonable discretion (who may also render other services to the Servicer) to furnish to the Administrative Borrower and the Agent, no later than the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the ServicerAnnual Reporting Date, commencing with the fiscal year ending on December 31Annual Reporting Date occurring in 2006, 2008: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by not be amended from those procedures in effect as of the Administrative Closing Date without the prior approval of the Borrower and Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Purchaser Agent, the Collateral Custodian and the Backup Servicer, within 90 ninety (90) days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082006: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent and each Purchaser Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.. 119

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082007: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records 103 relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, Borrower and the Collateral Custodian and Deal Agent (with a copy to the Backup Servicer), within 90 ninety (90) days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: 2003, (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Borrower and Deal Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent and each Managing Agent, the Collateral Custodian and the Backup Servicer, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082017: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Purchaser Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082006: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent and each Purchaser Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s 112 Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent, the Collateral Custodian and the Backup Servicer, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082002: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with which such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent, the Collateral Custodian and the Backup Servicer, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082016: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures agreed‑upon procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent, the Collateral Custodian and the Backup Servicer, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082011: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with which such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end on or prior to March 31 of each fiscal year of the Serviceryear, commencing with the fiscal year ending on December March 31, 2008: 1999, (i) a report relating to such the previous fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans included in the Asset Pool, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such the preceding fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s 's Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian Deal Agent and the Backup ServicerLenders, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082019: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed EXHIBIT 4.103 certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative AgentDeal Agent and the Lenders) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, each Purchaser Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082006: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent and each Purchaser Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer Borrower will cause a firm of nationally recognized independent public accountants (who may also render other services to the ServicerBorrower) to furnish to the Administrative Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end Agent on or before October 31st of each fiscal year of the Serviceryear, commencing with the fiscal year ending on December October 31, 2008: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral2017, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (a copy of which procedures shall have been approved by are attached hereto as Schedule III, it being understood that the Borrower and the Administrative AgentAgent will provide an updated Schedule III reflecting any further amendments to such Schedule III prior to the issuance of the first such agreed-upon procedures report, a copy of which shall replace the then existing Schedule III) to certain documents and records relating to the Collateral Portfolio under any Transaction Document, compared the information contained in the Monthly Servicing Reports and the ServicerBorrower’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants an Independent Public Accountant (who may also render other services to the Servicer) to furnish to the Administrative AgentIndenture Trustee, the Note Insurer, the Depositor, the Collateral Custodian Agent and the Backup ServicerRating Agencies, within 90 days following the end no later than April 30 of each fiscal year of the Serviceryear, commencing with the fiscal year ending on December 31April 30, 2008: (i) 2000, a report relating to such fiscal the previous calendar year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the CollateralContracts, and (b) based on such examination, such firm is of the opinion that the Monthly Reports Statements for such calendar year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering 's report. In the event such fiscal year firm requires the Indenture Trustee to agree to the effect 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 accountants have applied certain agreed-letter of agreement in conclusive reliance upon procedures (which procedures the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have been approved by no obligation or liability in respect of, the Administrative Agent) to certain documents and records relating to the Collateral under any Transaction Documentsufficiency, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention validity or correctness of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statementprocedures.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: 1999, (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Deal Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s 's Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082007: (i) a report relating to such fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the Collateral, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.. 108

Annual Independent Public Accountant’s Servicing Reports. The Servicer Credit Acceptance will cause a firm of nationally recognized independent public accountants (who may also render other services to the ServicerCredit Acceptance) to furnish to the Administrative Deal Agent, the Collateral Custodian each Liquidity Agent and the Backup ServicerRFC, within 90 120 days following the end of each fiscal year of the ServicerCredit Acceptance, commencing with the fiscal year ending on December 31, 2008: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent and each Liquidity Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with which such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statementimmaterial.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Agent, the Collateral Custodian Deal Agent and the Backup Servicer, within 90 days following the end on or prior to September 30 of each fiscal year of the Serviceryear, commencing with the fiscal year ending on December 31September 30, 2008: 1998, (i) a report relating to such the previous fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the CollateralContracts in the Asset Pool, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such the preceding fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral servicing of Contracts under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s 's Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent, the Collateral Custodian and the Backup Servicer, within 90 days following the end on or prior to March 31 of each fiscal year of the Serviceryear, commencing with the fiscal year ending on December March 31, 2008: 1999, (i) a report relating to such the previous fiscal year to the effect that (a) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans included in the Asset Pool, and (b) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such the preceding fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s 's Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to the Administrative Deal Agent and each Liquidity Agent, the Collateral Custodian and the Backup Servicer, within 90 120 days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 20082003: (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the Loans and Contracts included in the Collateral, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s 's report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures procedures, as set forth in Section 6.1(c) (which procedures shall have been approved by the Administrative Deal Agent and each Liquidity Agent) to certain documents and records relating to the Collateral Loans under any Transaction Document, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with which such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with Article VI of this Article VIAgreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception as shall be set forth in such statement.

Annual Independent Public Accountant’s Servicing Reports. The At its own expense, the Servicer will cause a firm of nationally recognized independent public accountants acceptable to the Agent in its reasonable discretion (who may also render other services to the Servicer) to furnish to the Administrative Borrower and the Agent, the Collateral Custodian and the Backup Servicer, within 90 ninety (90) days following the end of each fiscal year of the Servicer, commencing with the fiscal year ending on December 31, 2008: 2004, (i) a report relating to such fiscal year to the effect that (aA) such firm has reviewed certain documents and records relating to the servicing of the CollateralLoans, and (bB) based on such examination, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm’s report and (ii) a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (which procedures shall have been approved by the Administrative Borrower and Agent) to certain documents and records relating to the Collateral servicing of Loans under any Transaction Documentthis Agreement, compared the information contained in the Monthly Reports and the Servicer’s Certificates delivered during the period covered by such report with such documents and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was not conducted in compliance with this Article VIVI of this Agreement, except for such exceptions as such accountants shall believe to be immaterial and such other exception exceptions as shall be set forth in such statement.