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

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall cause a firm of independent public accountants to furnish to FMC and the related Trustee on or before March 31 of each year, commencing March 31, 2002, a report relating to the previous twelve (12) months ending December 31 to the effect that such accountants have examined this Agreement, the Regulations, and records relating to the Servicing of the Student Loans (which procedures, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicer’s reports in the relevant period with information contained in the accounts and records relating to the Servicing of the Student Loans for such period, and that, on the basis of such examination and comparison, nothing has come to the attention of such accountants to indicate (i) that the Servicing of the Student Loans has not, during the relevant period, been in compliance with the Regulations and in accordance with this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respects, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in the Servicer’s reports. All costs associated with the performance of the report of either the public accounting firm or the Servicer shall be paid by FMC.

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to FMC the Deal Agent and the related Trustee Backup Servicer, on or before March 31 prior to September 30 of each year, commencing March 31September 30, 20021998, (i) a report relating to the previous twelve fiscal year to the effect that (12A) months ending December 31 such firm has reviewed certain documents and records relating to the servicing of the Contracts 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 report and (ii) a report covering the preceding fiscal year to the effect that such accountants have examined this Agreement, the Regulations, applied certain agreed-upon procedures to certain documents and records relating to the Servicing servicing of the Student Loans (which proceduresContracts under this Agreement, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicer’s reports in 's Certificates delivered during the relevant period covered by such report with information contained in the accounts such documents and records relating to the Servicing of the Student Loans for such period, and that, on the basis of such examination and comparison, nothing has come that no matters came to the attention of such accountants that caused them to indicate (i) believe that the Servicing of the Student Loans has not, during the relevant period, been such servicing was not conducted in compliance with the Regulations and in accordance with this Article VI of this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respects, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in such statement. In the Servicer’s reports. All costs associated with event such firm requires the performance of Backup Servicer to agree to the report of either the public accounting firm or procedures performed by such firm, the Servicer shall be paid by FMCdirect the Backup Servicer in writing to so agree; it being understood and agreed that the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Backup Servicer makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to FMC the Administrative Agent, each Purchaser Agent, the Trustee and the related Trustee on or before March 31 Backup Servicer, within 90 days following the end of each yearfiscal year of the Servicer, commencing March with the fiscal year ending on December 31, 2002, 2004: (i) a report relating to such fiscal year to the previous twelve effect that (12a) months ending December 31 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 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 examined this Agreementapplied certain agreed-upon procedures (a draft of which procedures are attached hereto as Schedule IX, it being understood that the RegulationsServicer and the Administrative Agent 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 Servicing of the Student Loans (which proceduresCollateral under any Transaction Document, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicing Reports and the Servicer’s reports in Certificates delivered during the relevant period covered by such report with information contained in the accounts such documents and records relating to the Servicing of the Student Loans for such period, and that, on the basis of such examination and comparison, nothing has come that no matters came to the attention of such accountants that caused them to indicate (i) believe that the Servicing of the Student Loans has not, during the relevant period, been such servicing was not conducted in compliance with the Regulations and in accordance with this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respectsArticle VI, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in the Servicer’s reports. All costs associated with the performance of the report of either the public accounting firm or the Servicer shall be paid by FMCsuch statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to FMC the Trustee, each Rating Agency, and the related Trustee each Enhancement Provider, on or before prior to March 31 of each year, commencing March 31, 20021996, (i) a report relating to the previous twelve calendar year to the effect that (12a) months ending December 31 such firm has reviewed certain documents and records relating to the servicing of the Included Leases, and (b) based on such examination, such firm is of the opinion that the Monthly Statements 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 the preceding calendar year to the effect that such accountants have examined this Agreement, applied certain procedures agreed upon by the Regulations, Servicer and such accountants to certain documents and records relating to the Servicing servicing of the Student Loans (which proceduresAccounts under this Agreement, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicer’s reports in 's certificates delivered during the relevant period covered by such report with information contained in the accounts such documents and records relating to the Servicing of the Student Loans for such period, in each case as specified in Exhibit G and that, on the basis of such examination and comparison, nothing has come that no matters came to the attention of such accountants that caused them to indicate (i) believe that the Servicing of the Student Loans has not, during the relevant period, been such servicing was not conducted in compliance with the Regulations Article III, Article IV and in accordance with Article VIII of this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respects, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in such statement. A copy of such report may be obtained by any Noteholder by a request in writing to the Servicer’s reportsTrustee addressed to the Corporate Trust Office. All costs associated with the performance of the report of either the public accounting firm or In addition, the Servicer shall be paid by FMCcause such accountants to furnish a copy of such report to each Rating Agency and to each Enhancement Provider.

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall cause a firm of independent public accountants to furnish to FMC and the related Trustee on or before March 31 of each year, commencing March 31, 2002, a report relating to the previous twelve (12) months ending December 31 to the effect that such accountants have examined this Agreement, the Regulations, and records relating to the Servicing of the Student Loans (which procedures, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicer’s 's reports in the relevant period with information contained in the accounts and records relating to the Servicing of the Student Loans for such period, and that, on the basis of such examination and comparison, nothing has come to the attention of such accountants to indicate (i) that the Servicing of the Student Loans has not, during the relevant period, been in compliance with the Regulations and in accordance with this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s 's reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s 's reports or the accounts and records have not been properly prepared and maintained in all material respects, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in the Servicer’s 's reports. All costs associated with the performance of the report of either the public accounting firm or the Servicer shall be paid by FMC.

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall (so long as it is the Originator) will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to FMC the Administrative Agent, each Lender Agent, the Trustee and the related Trustee on or before March 31 Backup Servicer, within 90 days following the end of each yearfiscal year of the Servicer, commencing March with the fiscal year ending on December 31, 2002, 2007: (i) a report relating to such fiscal year to the previous twelve effect that (12a) months ending December 31 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 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 examined this Agreementapplied certain agreed-upon procedures (a draft of which procedures are attached hereto as Schedule IX, it being understood that the Regulations, Servicer and the Administrative Agent will provide an updated Schedule IX reflecting any further changes relating to such Schedule IX prior to the issuance of the first such agreed-upon procedures report) to certain documents and records relating to the Servicing of the Student Loans (which proceduresCollateral under any Transaction Document, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicing Reports and the Servicer’s reports in Certificates delivered during the relevant period covered by such report with information contained in the accounts such documents and records relating to the Servicing of the Student Loans for such period, and that, on the basis of such examination and comparison, nothing has come that no matters came to the attention of such accountants that caused them to indicate (i) believe that the Servicing of the Student Loans has not, during the relevant period, been such servicing was not conducted in compliance with the Regulations and in accordance with this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respectsArticle VI, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in the Servicer’s reports. All costs associated with the performance of the report of either the public accounting firm or the Servicer shall be paid by FMCsuch statement.

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to FMC the Administrator and the related Trustee Backup Servicer, on or before March 31 prior to September 30 of each year, commencing March 31September 30, 20021999, (i) a report relating to the previous twelve fiscal year to the effect that (12A) months ending December 31 such firm has reviewed certain documents and records relating to the servicing of the Contracts 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 report and (ii) a report covering the preceding fiscal year to the effect that such accountants have examined this Agreement, the Regulations, applied certain agreed-upon procedures to certain documents and records relating to the Servicing servicing of Contracts under the Student Loans (which proceduresTransaction Documents, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicer’s reports in 's Certificates delivered during the relevant period covered by such report with information contained in the accounts such documents and records relating to the Servicing of the Student Loans for such period, and that, on the basis of such examination and comparison, nothing has come that no matters came to the attention of such accountants that caused them to indicate (i) believe that the Servicing of the Student Loans has not, during the relevant period, been such servicing was not conducted in compliance with the Regulations and in accordance with this Article VI of this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respects, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in such statement. In the Servicer’s reports. All costs associated with event such firm requires the performance of Backup Servicer to agree to the report of either the public accounting firm or procedures performed by such firm, the Servicer shall be paid by FMCdirect the Backup Servicer in writing to so agree; it being understood and agreed that the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Backup Servicer makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to FMC the Deal Agent and the related Trustee Backup Servicer, on or before March 31 prior to April 30 of each year, commencing March 31April 30, 20021999, (i) a report relating to the previous twelve fiscal year to the effect that (12A) months ending December 31 such firm has reviewed certain documents and records relating to the servicing of the Contracts 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 report and (ii) a report covering the preceding fiscal year to the effect that such accountants have examined this Agreement, the Regulations, applied certain agreed-upon procedures to certain documents and records relating to the Servicing servicing of the Student Loans (which proceduresContracts under this Agreement, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicer’s reports in 's Certificates delivered during the relevant period covered by such report with information contained in the accounts such documents and records relating to the Servicing of the Student Loans for such period, and that, on the basis of such examination and comparison, nothing has come that no matters came to the attention of such accountants that caused them to indicate (i) believe that the Servicing of the Student Loans has not, during the relevant period, been such servicing was not conducted in compliance with the Regulations and in accordance with this Article VI of this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respects, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in such statement. In the Servicer’s reports. All costs associated with event such firm requires the performance of Backup Servicer to agree to the report of either the public accounting firm or procedures performed by such firm, the Servicer shall be paid by FMCdirect the Backup Servicer in writing to so agree; it being understood and agreed that the Backup Servicer will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Backup Servicer makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountant’s Servicing Reports. The On or before December 31 of each year, beginning with December 31, 2000, the Servicer at its expense shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to FMC and the related Trustee on or before March 31 of each year, commencing March 31, 2002, a report relating to the previous twelve (12) months ending December 31 Issuer, the Indenture Trustee, the Note Insurer and each Rating Agency, with a copy to each of the Underwriters, to the effect that such accountants have firm has examined this Agreement, the Regulations, certain documents and records relating to the Servicing servicing activities of the Student Loans Servicer for the period covered by such report, and that such examination, which has been conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers (which procedures, manuals and records shall be described to the extent that the procedures in one or more schedules such audit guide are applicable to such statementthe servicing obligations set forth in this Agreement), that such accountants have compared the information contained has disclosed no exceptions or errors in the Servicer’s reports in the relevant period with information contained in the accounts and records relating to the Servicing servicing activities of the Student Loans Servicer that, in the opinion of such firm, are material, except for such period, and that, on the basis of such examination and comparison, nothing has come to the attention of such accountants to indicate (i) that the Servicing of the Student Loans has not, during the relevant period, been in compliance with the Regulations and in accordance with this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respects, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in such report. In the Servicer’s reports. All costs associated with event such firm requires the performance of Indenture Trustee to agree to the report of either the public accounting firm or procedures performed by such firm, the Servicer shall be paid by FMCdirect the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountant’s Servicing Reports. The Servicer shall will cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer) to furnish to FMC the Administrative Agent, each Purchaser Agent, the Trustee and the related Trustee on or before March 31 Backup Servicer, within 90 days following the end of each yearfiscal year of the Servicer, commencing March with the fiscal year ending on December 31, 2002, 2004: (i) a report relating to such fiscal year to the previous twelve effect that (12a) months ending December 31 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 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 examined this Agreementapplied certain agreed-upon procedures (a draft of which procedures are attached hereto as Schedule IX, it being understood that the Regulations, Servicer and the Administrative Agent 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) to certain documents and records relating to the Servicing of the Student Loans (which proceduresCollateral under any Transaction Document, manuals and records shall be described in one or more schedules to such statement), that such accountants have compared the information contained in the Servicing Reports and the Servicer’s reports in Certificates delivered during the relevant period covered by such report with information contained in the accounts such documents and records relating to the Servicing of the Student Loans for such period, and that, on the basis of such examination and comparison, nothing has come that no matters came to the attention of such accountants that caused them to indicate (i) believe that the Servicing of the Student Loans has not, during the relevant period, been such servicing was not conducted in compliance with the Regulations and in accordance with this Agreement, (ii) that such accounts and records have not been maintained in accordance with this Agreement, (iii) that the information contained in the Servicer’s reports does not reconcile with the information contained in such accounts and records or (iv) that the Servicer’s reports or the accounts and records have not been properly prepared and maintained in all material respectsArticle VI, except in each case for (a) such exceptions as such accountants shall believe to be immaterial and (b) such other exceptions as shall be set forth in the Servicer’s reports. All costs associated with the performance of the report of either the public accounting firm or the Servicer shall be paid by FMCsuch statement.