Common use of Annual Servicing Report of Independent Public Accountants; Copies of Reports Available Clause in Contracts

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the Servicer) to furnish a report to the Company and the Administrative Agent to the effect that they have performed certain procedures agreed upon with the Servicer related to the Servicer’s material compliance with the Operational Guidelines for the twelve months ended on the last day of the preceding Fiscal Year of the Servicer. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 calendar days from the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the Servicer) to furnish a report to the Company and the Administrative Agent to the effect that they have performed certain procedures agreed upon with the Servicer to recalculate certain mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports during the period covered by such reports and have compared such amounts with the Servicer’s computer records that were the source of such amounts. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a copy of each certificate and report provided pursuant to Section 2.04(b), Section 2.05 or Section 2.06, by a request in writing to the Servicer.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28Servicer's fiscal year 1996 and each subsequent fiscal year, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to Servicer, the ServicerCredit Card Originator or Transferor) to furnish a report (addressed to the Company Trustee) to Trustee, Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures with Servicer and such firm has examined certain documents and records relating to the servicing of Accounts under this Agreement and each Supplement, compared the information contained in Servicer's certificates delivered pursuant to this Agreement during the period covered by such report with such documents and records and that, on the basis of such agreed upon with procedures (and assuming the Servicer related to the accuracy of any reports generated by Servicer’s material 's third party agents), such servicing was conducted in compliance with this Agreement during the Operational Guidelines period covered by such report (which shall be the prior calendar year, or the portion thereof falling after the Initial Closing Date), except for the twelve months ended on the last day of the preceding Fiscal Year of the Servicersuch exceptions, errors or irregularities as such firm shall believe to be immaterial and such other exceptions, errors or irregularities as shall be set forth in such report. Such report shall set forth the agreed-agreed upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, A copy of such report may shall be restricted in its distribution delivered to those parties who are a party each Enhancement Provider, if any, entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (b) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28Servicer's fiscal year 1996 and each subsequent fiscal year, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to Servicer, the ServicerCredit Card Originator or Transferor) to furnish a report to the Company Trustee, Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's Certificates delivered pursuant to SECTION 3.4(c) during the period covered by such report with Servicer's computer reports and have compared such amounts with the Servicer’s computer records that which were the source of such amountsamounts and that on the basis of such agreed upon procedures and comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such A copy of such report shall set forth the agreed-upon procedures performedbe delivered to each Enhancement Provider, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the aboveif any, such report may be restricted in its distribution to those parties who are a party entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bSECTION 3.4(c), Section 2.05 3.5 or Section 2.06, 3.6 may be obtained by any Investor Holder or Certificate Owner by a request to Trustee addressed to the Corporate Trust Office. (d) In the event such firm rendering a report under this Section 3.6 requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20111998, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Trustee) to the Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement and each Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines terms and conditions as set forth in Articles III and Article IV and Section 8.8 of this Agreement and the applicable provisions of each Supplement, except for the twelve months ended on the last day of the preceding Fiscal Year of the Servicersuch exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20111998, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report to the Company Trustee, the Servicer and the Administrative Agent each Rating Agency, to the effect that they have performed certain procedures agreed upon with randomly selected three of the 12 monthly certificates forwarded by the Servicer pursuant to recalculate certain mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports subsection 3.4(b) during the period covered by such reports report (which shall be the 12-month period ending on December 31 of the preceding calendar year) and have compared such the amounts set forth therein with the Servicer’s 's computer records that reports which were the source of or such amounts. Such report amounts and found them to be in agreement or shall set forth the agreed-upon procedures performed, disclose any exceptions noted related and that they have recalculated the mathematical accuracy of amounts derived in such monthly certificates; provided, however, that upon the occurrence of a charge-off with respect to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportany Investor Certificate, the Servicer will, within 30 calendar days shall cause such accountants to furnish such report with respect to all 12 of the monthly certificates forwarded by the Servicer during such notice, resolve such material discrepancy12-month period. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.4(b), Section 2.05 or Section 2.06, 3.5 or 3.6 may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the ServicerTrustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before April 15 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28April 15, 20111998, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Trustee) to the Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures that accountants are reasonably able to review and perform under such accounting firm's policies and are agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement and each Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines terms and conditions as set forth in Article III and Article IV and Section 8.08 of this Agreement and the applicable provisions of each Supplement, except for the twelve months ended on the last day of the preceding Fiscal Year of the Servicersuch exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such notice, resolve such material discrepancyprocedures. (b) Within 120 On or before April 15 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28April 15, 20111998, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures that accountants are reasonably able to review and perform under such accounting firm's policies and are agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's and Columbus Bank's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the ServicerTrustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before September 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28September 30, 20112001, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report covering the one-year period ending June 30 of such calendar year (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in (b) On or before September 30 of each calendar year, beginning with September 30, 2001, the twelve months ended Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or Transferor) to furnish a report covering the one-year period ending June 30 of such calendar year to the Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency to the effect that they have applied certain procedures agreed upon with the Servicer to compare the mathematical calculations of certain amounts set forth in the Servicer's certificates delivered pursuant to subsection 3.04(b) during the period covered by such report with the Servicer's computer reports that were the source of such amounts and that on the last day basis of such agreed-upon procedures and comparison, such accountants are of the preceding Fiscal Year of the Serviceropinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 calendar days from the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the Servicer) to furnish a report to the Company and the Administrative Agent to the effect that they have performed certain procedures agreed upon with the Servicer to recalculate certain mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports during the period covered by such reports and have compared such amounts with the Servicer’s computer records that were the source of such amounts. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before April 30, of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28April 30, 20112015, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor or any Account Owner) to furnish a report (addressed to the Company Indenture Trustee) to the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of the Receivables under this Agreement, the Indenture and each Indenture Supplement for the prior calendar year and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections set forth in Article VIII of the Indenture and in each Indenture Supplement) has not been conducted in compliance with the Operational Guidelines for the twelve months ended on the last day terms and conditions set forth in Article III and Section 5.08 of this Agreement, Article VIII of the preceding Fiscal Year Indenture and the applicable provisions of the Servicereach Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 On or before April 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28April 30, 20112015, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.063.05 or 3.06, may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerIndenture Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before June 30th of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20112001, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Indenture Trustee) to the Issuer, the Transferor, the Indenture Trustee, the Owner Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures that the accountants are reasonably able to review and perform under such accounting firm's policies and are agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in this ARTICLE III and SECTION 6.08 and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such notice, resolve such material discrepancyprocedures. (b) Within 120 On or before June 30th of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20112001, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Issuer, the Transferor, the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures that the accountants are reasonably able to review and perform under such accounting firm's policies and are agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to SECTION 3.04(B) during the period covered by such reports and have compared such amounts report with the Servicer’s 's and Columbus Bank's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bSECTIONS 3.04(b), Section 2.05 3.05 or Section 2.06, 3.06 may be obtained by any Noteholder or beneficial owner of a Note by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before June 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20112003, the Servicer shall cause a firm of nationally recognized independent registered public accountants (selected by the Servicer and who may also render other services to the ServicerServicer or the Transferor or any Accounts Owner) to furnish a report (addressed to the Company Indenture Trustee) to the Indenture Trustee, the Note Administrator, the Transferor, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of the Receivables under this Agreement, the Indenture and each Indenture Supplement for the prior calendar year and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections set forth in Article VIII of the Indenture and in each Indenture Supplement) has not been conducted in compliance with the Operational Guidelines for the twelve months ended on the last day terms and conditions set forth in Article III, Article VIII of the preceding Fiscal Year Indenture and the applicable provisions of the Servicereach Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 On or before June 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20112003, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Indenture Trustee, the Note Administrator, the Transferor, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.063.05 or 3.06, may be obtained by any Noteholder or Note Owner from the Owner Trustee by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or a Transferor) to furnish a report addressed to the Company Trust, the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in Article III and Section 5.08 of this Agreement and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (b) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Trust) to the Trust, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Noteholder or beneficial owner of a Note by a request in writing to the ServicerTrust at the address set forth in Section 9.04.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before June 30th of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Indenture Trustee) to the Issuer, the Transferor, the Indenture Trustee, the Owner Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures that the accountants are reasonably able to review and perform under such accounting firm's policies and are agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in this ARTICLE III and SECTION 6.08 and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such notice, resolve such material discrepancyprocedures. (b) Within 120 On or before June 30th of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 2011, 2002 the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Issuer, the Transferor, the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures that the accountants are reasonably able to review and perform under such accounting firm's policies and are agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to SECTION 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's and Columbus Bank's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bSECTIONS 3.04(b), Section 2.05 3.05 or Section 2.06, 3.06 may be obtained by any Noteholder or beneficial owner of a Note by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112006, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or any Transferor) to furnish a report to the Company Indenture Trustee, the Owner Trustee, the Transferor, the Servicer and the Administrative Agent each Note Rating Agency, to the effect that they have performed such firm has applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of the Accounts under this Agreement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines terms and conditions as set forth in Articles III and IV and Section 7.8, except for the twelve months ended on the last day of the preceding Fiscal Year of the Servicersuch exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112006, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or any Transferor) to furnish a report to the Company Indenture Trustee, the Owner Trustee, the Transferor, the Servicer and the Administrative Agent each Note Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts each amount set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 4.3(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that, on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 4.3(b), Section 2.05 4.4 or Section 2.06, subsection 4.5(a) may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerIndenture Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from On or before the 120th day following the end of the each Transferor Fiscal Year of the Servicer Year, beginning with the Transferor Fiscal Year ending on January 28, 2011in calendar year 1998, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Trustee) to the Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents relating to the Servicer’s material compliance with the Operational Guidelines for the twelve months ended servicing of Accounts under this Agreement and each Supplement and that, on the last day basis of such agreed upon procedures, such firm is of the preceding Fiscal Year opinion that the Servicer's assertion regarding the effectiveness of the Servicerinternal control structure in effect on the date of such statement is fairly presented. Such report shall set forth the agreed-agreed upon procedures performed. Any findings or exceptions, any except for such exceptions noted related believed to be immaterial as a result of the performance of such procedures or a statement that no exceptions were notedprocedures, shall be set forth in such report. Notwithstanding the above, A copy of such report may shall be restricted in its distribution delivered to those parties who are a party each Investor Certificateholder by the Servicer and to each Enhancement Provider, if any, entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (b) Within 120 calendar days from On or before the 120th day following the end of the each Transferor Fiscal Year of the Servicer Year, beginning with the Transferor Fiscal Year ending on January 28, 2011in calendar year 1998, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report to the Company Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations calcu- lations of certain amounts set forth in the Servicer’s Servicing Reports Settlement Statement delivered pursuant to Section 3.4(c) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records that reports which were the source of such amountsamounts and that on the basis of such agreed upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such A copy of such report shall set forth the agreed-upon procedures performedbe delivered to each Enhancement Provider, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the aboveif any, such report may be restricted in its distribution to those parties who are a party entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(b3.4(c), Section 2.05 3.5 or Section 2.06, 3.6 may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the ServicerTrustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112004, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Servicer) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed procedures in order to provide an examination report on management's assertion that the servicing of receivables has been conducted in compliance with the terms and conditions set forth in Article III and Section 5.08 of this Agreement and the applicable provisions of the Indenture and each Indenture Supplement and that such assertion is fairly presented. (b) On or before March 31 of each calendar year, beginning with March 31, 2004, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (addressed to the Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency to the effect that they have applied certain procedures agreed upon with the Servicer related to compare the mathematical calculations of certain amounts set forth in the Servicer’s material compliance 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such report with the Operational Guidelines Servicer's computer reports that were the source of such amounts and that such amounts are in agreement, except for the twelve months ended on the last day of the preceding Fiscal Year of the Servicerany discrepancies disclosed. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, firm requires the Servicer will, within 30 calendar days of Indenture Trustee to agree to the procedures performed by such notice, resolve such material discrepancy. (b) Within 120 calendar days from the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28, 2011firm, the Servicer shall cause a firm direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of nationally recognized independent registered public accountants (who may also render other services to agreement in conclusive reliance upon the direction of the Servicer) to furnish a report to the Company , and the Administrative Agent to Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the effect that they have performed certain procedures agreed upon with the Servicer to recalculate certain mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports during the period covered by such reports and have compared such amounts with the Servicer’s computer records that were the source sufficiency, validity or correctness of such amounts. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyprocedures. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year Transferor’s fiscal year the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (addressed to the Trustee) to the Trustee, the Servicer and each Rating Agency to the effect that they have applied certain procedures agreed upon with the Servicer to certain documents relating to the administration and servicing of Accounts under this Agreement and each Supplement, and that based on such agreed upon procedures, such firm will provide a report stating that the administration and servicing was conducted in compliance with Article III and Article IV and Section 8.8 of this Agreement and the applicable provisions of any Supplement, except for such exceptions or errors as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report shall be delivered to each Enhancement Provider, if any, entitled thereto pursuant to the relevant Supplement. (b) On or before the 90th day following the end of the Servicer Transferor’s fiscal year, beginning with the Fiscal Year ending on January 28May 3, 20111996, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report to the Company Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed certain procedures agreed upon with the Servicer related to randomly selected at least one (1) of the Servicer’s material compliance with the Operational Guidelines for the twelve months ended on the last day Certificates delivered pursuant to subsection 3.4(c) during each of the preceding Fiscal Year of three month periods ended March 31, June 30, September 30 and December 31 during the Servicer. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, period covered by such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 calendar days from the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the Servicer) to furnish a report to the Company and the Administrative Agent to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports during the period covered by such reports and have compared such amounts report with the Servicer’s computer records that reports which were the source of such amountsamounts and that on the basis of such agreed upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such A copy of such report shall set forth be delivered to each Enhancement Provider, if any, entitled thereto pursuant to the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were notedrelevant Supplement. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportforegoing, the Servicer will, within 30 calendar days report furnished by the independent public accountants shall cover each of such notice, resolve such the twelve (12) Servicer’s Certificates delivered pursuant to Section 3.4(c) if any material discrepancyexceptions were set forth in that report by the independent public accountants pursuant to this Section 3.6(b). (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(b3.4(c), Section 2.05 3.5 or Section 2.06, 3.6 may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the ServicerTrustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28its fiscal year 1998 and each subsequent fiscal year, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to Servicer, the ServicerCredit Card Originator or Transferor) to furnish a report (addressed to the Company Trustee) to Trustee, Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures with Servicer and such firm has examined certain documents and records relating to the servicing of Accounts under this Agreement and each Supplement, compared the information contained in Servicer’s certificates delivered pursuant to this Agreement during the period covered by such report with such documents and records and that, on the basis of such agreed upon with procedures (and assuming the Servicer related to the accuracy of any reports generated by Servicer’s material third party agents), such servicing was conducted in compliance with this Agreement during the Operational Guidelines period covered by such report (which shall be the prior fiscal year, or the portion thereof falling after the Initial Closing Date), except for the twelve months ended on the last day of the preceding Fiscal Year of the Servicersuch exceptions, errors or irregularities as such firm shall believe to be immaterial and such other exceptions, errors or irregularities as shall be set forth in such report. Such report shall set forth the agreed-agreed upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, A copy of such report may shall be restricted in its distribution delivered to those parties who are a party each Enhancement Provider, if any, entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (b) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28fiscal year 1998 and each subsequent fiscal year, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to Servicer, the ServicerCredit Card Originator or Transferor) to furnish a report to the Company Trustee, Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports Certificates delivered pursuant to Section 3.4(b) during the period covered by such reports and have compared such amounts report with the Servicer’s computer records that reports which were the source of such amountsamounts and that on the basis of such agreed upon procedures and comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such A copy of such report shall set forth the agreed-upon procedures performedbe delivered to each Enhancement Provider, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the aboveif any, such report may be restricted in its distribution to those parties who are a party entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(b3.4(b), Section 2.05 3.5 or Section 2.06, 3.6 may be obtained by any Investor Holder or Certificate Owner by a request in writing to Trustee addressed to the ServicerCorporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28Servicer's fiscal year 1996 and each subsequent fiscal year, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report (addressed to the Company Trustee) to Trustee, Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures with Servicer and such firm has examined certain documents and records relating to the servicing of Accounts under this Agreement and each Supplement, compared the information contained in Servicer's certificates delivered pursuant to this Agreement during the period covered by such report with such documents and records and that, on the basis of such agreed upon with procedures (and assuming the Servicer related to the accuracy of any reports generated by Servicer’s material 's third party agents), such servicing was conducted in compliance with this Agreement during the Operational Guidelines period covered by such report (which shall be the prior calendar year, or the portion thereof falling after the Initial Closing Date), except for the twelve months ended on the last day of the preceding Fiscal Year of the Servicersuch exceptions, errors or irregularities as such firm shall believe to be immaterial and such other exceptions, errors or irregularities as shall be set forth in such report. Such report shall set forth the agreed-agreed upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, A copy of such report may shall be restricted in its distribution delivered to those parties who are a party each Enhancement Provider, if any, entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (b) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28Servicer's fiscal year 1996 and each subsequent fiscal year, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Trustee, Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's Certificates delivered pursuant to Section 3.4(c) during the period covered by such report with Servicer's computer reports and have compared such amounts with the Servicer’s computer records that which were the source of such amountsamounts and that on the basis of such agreed upon procedures and comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such A copy of such report shall set forth the agreed-upon procedures performedbe delivered to each Enhancement Provider, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the aboveif any, such report may be restricted in its distribution to those parties who are a party entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(b3.4(c), Section 2.05 3.5 or Section 2.06, 3.6 may be obtained by any Investor Holder or Certificate Owner by a request to Trustee addressed to the Corporate Trust Office. (d) In the event such firm rendering a report under this Section 3.6 requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from the end On or before April 30, of the Fiscal Year of the Servicer each fiscal year, beginning with the Fiscal Year ending on January 28April 30, 20112003, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor or any Account Owner) to furnish a report (addressed to the Company Indenture Trustee) to the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of the Receivables under this Agreement, the Indenture and each Indenture Supplement for the prior fiscal year (or since the effective date of this Agreement in the case of the first such report) and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections set forth in Article Eight of the Indenture and in each Indenture Supplement) has not been conducted in compliance with the Operational Guidelines for the twelve months ended on the last day terms and conditions set forth in Article Three and Section 5.08 of this Agreement, Article Eight of the preceding Fiscal Year Indenture and the applicable provisions of the Servicereach Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 calendar days from the end On or before April 30 of the Fiscal Year of the Servicer each fiscal year, beginning with the Fiscal Year ending on January 28April 30, 20112003, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to Section 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a In the event such independent public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 3.06, the Servicer shall direct the Indenture Trustee in writing to so agree; provided, however, that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. (d) A copy of each certificate and report provided pursuant to Section 2.04(b3.04(b), Section 2.05 or Section 2.063.05 or 3.06, may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerIndenture Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from the end On or before April 30 of the Fiscal Year of the Servicer each fiscal year, beginning with the Fiscal Year ending on January 28April 30, 20112008, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor or any Account Owner) to furnish a report (addressed to the Company Indenture Trustee) to the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of the Receivables under this Agreement, the Master Indenture and each Indenture Supplement for the prior fiscal year (or since the effective date of this Agreement in the case of the first such report) and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections set forth in Article Eight of the Master Indenture and in each Indenture Supplement) has not been conducted in compliance with the Operational Guidelines for the twelve months ended on the last day terms and conditions set forth in Article Three and Section 5.08 of this Agreement, Article Eight of the preceding Fiscal Year Master Indenture and the applicable provisions of the Servicereach Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 calendar days from the end On or before April 30 of the Fiscal Year of the Servicer each fiscal year, beginning with the Fiscal Year ending on January 28April 30, 20112008, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports certificates delivered pursuant to Section 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, and that such amounts are in agreement, except for such exceptions as are immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a In the event such independent public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section, the Servicer shall direct the Indenture Trustee in writing to so agree; provided, however, that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. (d) A copy of this Agreement, as well as each certificate and report provided pursuant to Section 2.04(b3.04(b), Section 2.05 or Section 2.063.05 or 3.06, may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerIndenture Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before [September 30] of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28[September 30], 20112001, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report covering the one-year period ending [June 30] of such calendar year (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in Article III and Section 5.08 of this Agreement and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 On or before [September 30] of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28[September 30], 20112001, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report covering the one-year period ending [June 30] of such calendar year to the Company Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from the end On or before April 30 of the Fiscal Year of the Servicer each fiscal year, beginning with the Fiscal Year ending on January 28April 30, 20112003, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor or any Account Owner) to furnish a report (addressed to the Company Indenture Trustee) to the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of the Receivables under this Agreement, the Master Indenture and each Indenture Supplement for the prior fiscal year (or since the effective date of this Agreement in the case of the first such report) and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections set forth in Article Eight of the Master Indenture and in each Indenture Supplement) has not been conducted in compliance with the Operational Guidelines for the twelve months ended on the last day terms and conditions set forth in Article Three and Section 5.08 of this Agreement, Article Eight of the preceding Fiscal Year Master Indenture and the applicable provisions of the Servicereach Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 calendar days from the end On or before April 30 of the Fiscal Year of the Servicer each fiscal year, beginning with the Fiscal Year ending on January 28April 30, 20112003, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to Section 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, and that such amounts are in agreement, except for such exceptions as are immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a In the event such independent public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section, the Servicer shall direct the Indenture Trustee in writing to so agree; provided, however, that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will 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. (d) A copy of each certificate and report provided pursuant to Section 2.04(b3.04(b), Section 2.05 or Section 2.063.05 or 3.06, may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerIndenture Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year Transferor's fiscal year the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report (addressed to the Trustee) to the Trustee, the Servicer and each Rating Agency to the effect that they have applied certain procedures agreed upon with the Servicer to certain documents relating to the administration and servicing of Accounts under this Agreement and each Supplement, and that based on such agreed upon procedures, such firm will provide a report stating that the administration and servicing was conducted in compliance with Article III and Article IV and Section 8.8 of this Agreement and the applicable provisions of any Supplement, except for such exceptions or errors as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report shall be delivered to each Enhancement Provider, if any, entitled thereto pursuant to the relevant Supplement. (b) On or before the 90th day following the end of the Servicer Transferor's fiscal year, beginning with the Fiscal Year ending on January 28May 3, 20111996, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report to the Company Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed certain procedures agreed upon with the Servicer related to the Servicer’s material compliance with the Operational Guidelines for the twelve months ended on the last day of the preceding Fiscal Year randomly selected at least one (1) of the Servicer. Such report shall set forth 's Certificates delivered pursuant to subsection 3.4(c) during each of the agreed-upon procedures performedthree month periods ended March 31, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding June 30, September 30 and December 31 during the above, period covered by such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 calendar days from the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the Servicer) to furnish a report to the Company and the Administrative Agent to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records that reports which were the source of such amountsamounts and that on the basis of such agreed upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such A copy of such report shall set forth be delivered to each Enhancement Provider, if any, entitled thereto pursuant to the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were notedrelevant Supplement. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportforegoing, the Servicer will, within 30 calendar days report furnished by the independent public accountants shall cover each of such notice, resolve such the twelve (12) Servicer's Certificates delivered pursuant to Section 3.4(c) if any material discrepancyexceptions were set forth in that report by the independent public accountants pursuant to this Section 3.6(b). (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(b3.4(c), Section 2.05 3.5 or Section 2.06, 3.6 may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the ServicerTrustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in Article III and Section 5.08 of this Agreement and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (b) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amounts. Such report shall set forth amounts and that on the basis of such agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the aboveand comparison, such report may accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be restricted in its distribution to those parties who are a party to the engagement letter with immaterial and such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a copy of each certificate and report provided pursuant to Section 2.04(b), Section 2.05 or Section 2.06, by a request in writing to the Servicer.other

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before June 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20111999, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Trustee) to the Trustee, the Servicer and the Administrative Agent Rating Agency to the effect such accounting firm has made a study and evaluation of the Servicer's internal accounting controls relative to the servicing of the Accounts and that, on the basis of such examination, such firm is of the opinion that, assuming the accuracy of reports by the Servicer's third party agents, the system of internal accounting controls in effect on the date of such statement relating to servicing procedures performed by the Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in amounts that they have performed certain procedures agreed upon with would be material to the financial statements of the Servicer related to the Servicer’s material and that such servicing was conducted in compliance with the Operational Guidelines sections of this Agreement during the period covered by such report (which shall be the period from July 1) or for the twelve months ended on initial period, the last day relevant Closing Date) of the preceding Fiscal Year calendar year to and including June 30 of the Servicer. Such report such calendar year), except for such exceptions or errors as such firm shall believe to be immaterial and such other exceptions as shall be set forth the agreed-upon procedures performed, any exceptions noted related to in such procedures or a statement that no exceptions were notedstatement. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 On or before June 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20111999, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report to the Company Trustee, the Servicer and the Administrative Agent each Rating Agency, to the effect that they have performed certain procedures agreed upon with compared the Servicer to recalculate certain mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports monthly certificates forwarded by the Servicer pursuant to subsection 3.4(b) during the period covered by such reports and have compared such amounts report (which shall be the 12-month period ending on December 31 of the preceding calendar year, or with respect to the initial period, from the Initial Issuance Date until December 31, 1998) with the Servicer’s 's computer records that reports which were the source of such amounts. Such report amounts and found them to be in agreement or shall set forth the agreed-upon procedures performed, disclose any exceptions noted related and that they have recalculated the mathematical accuracy of amounts derived in such monthly certificates; provided, however, that the Servicer may, upon written confirmation by the Rating Agency, cause such accountants to such procedures or a statement that no exceptions were noted. Notwithstanding the above, furnish such report may with respect to a smaller number of months within such 12 month period, which shall be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrandomly selected. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.4(b), Section 2.05 or Section 2.06, 3.5 or 3.6 may be obtained by any Investor Securityholder or Security Owner by a request in writing to the ServicerTrustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before April 30, of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28April 30, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor or any Account Owner) to furnish a report (addressed to the Company Indenture Trustee) to the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of the Receivables under this Agreement, the Indenture and each Indenture Supplement for the prior calendar year and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections set forth in Article VIII of the Indenture and in each Indenture Supplement) has not been conducted in compliance with the Operational Guidelines for the twelve months ended on the last day terms and conditions set forth in Article III and Section 5.08 of this Agreement, Article VIII of the preceding Fiscal Year Indenture and the applicable provisions of the Servicereach Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 On or before April 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28April 30, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, by a request in writing to the Servicer.Section

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before June 30th of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20112001, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Indenture Trustee) to the Issuer, the Transferor, the Indenture Trustee, the Owner Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures that the accountants are reasonably able to review and perform under such accounting firm's policies and are agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in this Article III and Section 6.08 and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such notice, resolve such material discrepancyprocedures. (b) Within 120 On or before June 30th of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20112001, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Issuer, the Transferor, the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures that the accountants are reasonably able to review and perform under such accounting firm's policies and are agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to Section 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's and Columbus Bank's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bSections 3.04(b), Section 2.05 3.05 or Section 2.06, 3.06 may be obtained by any Noteholder or beneficial owner of a Note by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 [On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112004, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in Article III and Section 5.08 of this Agreement and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures.] (b) Within 120 [On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112004, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures.] (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in Article III and Section 5.08 of this Agreement and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such 39 44 exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (b) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before June 30th each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20112008, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the Servicer or Transferor) to deliver a report (addressed to the Servicer) to furnish a report to the Company and the Administrative Agent to the effect that they the accountants have performed applied certain procedures that the accountants are reasonably able to review and perform under such accounting firm’s policies and are agreed upon with the Servicer related to compare the mathematical calculations of certain amounts set forth in the Servicer’s material compliance certificates delivered pursuant to subsection 3.04(b) during the period covered by such report with the Operational Guidelines for Servicer’s and the twelve months ended Account Owner’s computer reports that were the source of such amounts and that on the last day basis of such agreed-upon procedures and comparison, such accountants are of the preceding Fiscal Year of the Serviceropinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performedperformed in accordance with Exhibit C. Simultaneously with release of each of the reports described in Section 3.06(a), any exceptions noted related the Servicer shall deliver copies thereof to such procedures or a statement that no exceptions were noted. Notwithstanding each of the aboveIssuer, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm Transferor, the Indenture Trustee, the Owner Trustee and each Rating Agency; provided, that, if required by the accounting firm preparing such registered public accountantsreport, delivery of such copy shall be contingent upon such recipient reaching an agreement with such accounting firm concerning any potential terms or conditions associated with the release of such report to such recipient. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such notice, resolve such material discrepancyprocedures. (b) Within 120 calendar days from the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28, 2011, the Servicer shall cause By a firm of nationally recognized independent registered public accountants (who may also render other services request in writing to the Servicer) to furnish a report Indenture Trustee addressed to the Company and the Administrative Agent to the effect that they have performed certain procedures agreed upon with the Servicer to recalculate certain mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports during the period covered by such reports and have compared such amounts with the Servicer’s computer records that were the source of such amounts. Such report shall set forth the agreed-upon procedures performedCorporate Trust Office, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (c) Any Lender may obtain a copy of each certificate and report provided to the Indenture Trustee pursuant to Section 2.04(b3.04(b), Section 2.05 3.05 or Section 2.06, 3.06 may be obtained by a request in writing to the Servicerany Noteholder or O/C Holder.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28its fiscal year 1998 and each subsequent fiscal year, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report (addressed to the Company Trustee) to Trustee, Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures with Servicer and such firm has examined certain documents and records relating to the servicing of Accounts under this Agreement and each Supplement, compared the information contained in Servicer's certificates delivered pursuant to this Agreement during the period covered by such report with such documents and records and that, on the basis of such agreed upon with procedures (and assuming the Servicer related to the accuracy of any reports generated by Servicer’s material 's third party agents), such servicing was conducted in compliance with this Agreement during the Operational Guidelines period covered by such report (which shall be the prior fiscal year, or the portion thereof falling after the Initial Closing Date), except for the twelve months ended on the last day of the preceding Fiscal Year of the Servicersuch exceptions, errors or irregularities as such firm shall believe to be immaterial and such other exceptions, errors or irregularities as shall be set forth in such report. Such report shall set forth the agreed-agreed upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, A copy of such report may shall be restricted in its distribution delivered to those parties who are a party each Enhancement Provider, if any, entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (b) Within 120 calendar days from On or before the 90th day following the end of the Fiscal Year of the Servicer beginning with the Fiscal Year ending on January 28fiscal year 1998 and each subsequent fiscal year, 2011, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or Transferor) to furnish a report to the Company Trustee, Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's Certificates delivered pursuant to SECTION 3.4(b) during the period covered by such report with Servicer's computer reports and have compared such amounts with the Servicer’s computer records that which were the source of such amountsamounts and that on the basis of such agreed upon procedures and comparison, such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such A copy of such report shall set forth the agreed-upon procedures performedbe delivered to each Enhancement Provider, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the aboveif any, such report may be restricted in its distribution to those parties who are a party entitled thereto pursuant to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancyrelevant Supplement. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bSECTION 3.4(b), Section 2.05 3.5 or Section 2.06, 3.6 may be obtained by any Investor Holder or Certificate Owner by a request in writing to Trustee addressed to the ServicerCorporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before June 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20111999, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Trustee) to the Trustee, the Servicer and the Administrative Agent Rating Agency to the effect such accounting firm has made a study and evaluation of the Servicer's internal accounting controls relative to the servicing of the Accounts and that, on the basis of such examination, such firm is of the opinion that, assuming the accuracy of reports by the Servicer's third party agents, the system of internal accounting controls in effect on the date of such statement relating to servicing procedures performed by the Servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in amounts that they have performed certain procedures agreed upon with would be material to the financial statements of the Servicer related to the Servicer’s material and that such servicing was conducted in compliance with the Operational Guidelines sections of this Agreement during the period covered by such report (which shall be the period from July 1) or for the twelve months ended on initial period, the last day relevant Closing Date) of the preceding Fiscal Year calendar year to and including June 30 of the Servicer. Such report such calendar year), except for such exceptions or errors as such firm shall believe to be immaterial and such other exceptions as shall be set forth the agreed-upon procedures performed, any exceptions noted related to in such procedures or a statement that no exceptions were notedstatement. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such report, the Servicer will, within 30 calendar days of such notice, resolve such material discrepancy. (b) Within 120 On or before June 30 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28June 30, 20111999, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report to the Company Trustee, the Servicer and the Administrative Agent each Rating Agency, to the effect that they have performed certain procedures agreed upon with randomly selected three of the 12 monthly certificates forwarded by the Servicer pursuant to recalculate certain mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports subsection 3.4(b) during the period covered by such reports report (which shall be the 12-month period ending on December 31 of the preceding calendar year) and have compared such the amounts set forth therein with the Servicer’s 's computer records that reports which were the source of such amounts. Such report amounts and found them to be in agreement or shall set forth the agreed-upon procedures performed, disclose any exceptions noted related and that they have recalculated the mathematical accuracy of amounts derived in such monthly certificates; provided, however, that the Servicer shall cause such accountants to such procedures or a statement that no exceptions were noted. Notwithstanding the above, furnish such report may be restricted with respect to a larger number of months within such 12 month period if so requested in its distribution writing by the Rating Agency; provided, further, that upon the occurrence of a charge-off with respect to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportany Investor Certificate, the Servicer will, within 30 calendar days shall cause such accountants to furnish such report with respect to all 12 of the monthly certificates forwarded by the Servicer during such notice, resolve such material discrepancy12-month period. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.4(b), Section 2.05 or Section 2.06, 3.5 or 3.6 may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the ServicerTrustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112003, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer, each Controlling Entity and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in Article III and Section 5.08 of this Agreement and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (b) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112003, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer, each Controlling Entity and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.

Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer related and examined certain documents and records relating to the Servicer’s material servicing of Accounts under this Agreement, the Indenture and each Indenture Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the Operational Guidelines for terms and conditions as set forth in Article III and Section 5.08 of this Agreement and the twelve months ended on the last day applicable provisions of the preceding Fiscal Year of the ServicerIndenture and each Indenture Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (b) Within 120 On or before March 31 of each calendar days from the end of the Fiscal Year of the Servicer year, beginning with the Fiscal Year ending on January 28March 31, 20112002, the Servicer shall cause a firm of nationally recognized independent registered public accountants (who may also render other services to the ServicerServicer or the Transferor) to furnish a report (addressed to the Company Owner Trustee) to the Owner Trustee, the Indenture Trustee, the Servicer and the Administrative Agent each Rating Agency to the effect that they have performed applied certain procedures agreed upon with the Servicer to recalculate certain compare the mathematical calculations of certain amounts set forth in the Servicer’s Servicing Reports 's certificates delivered pursuant to subsection 3.04(b) during the period covered by such reports and have compared such amounts report with the Servicer’s 's computer records reports that were the source of such amountsamounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed-upon procedures performed, any exceptions noted related to such procedures or a statement that no exceptions were noted. Notwithstanding the above, such report may be restricted in its distribution to those parties who are a party to the engagement letter with such firm if required by such registered public accountants. In the event a material discrepancy is noted on such reportfirm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer willshall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, within 30 calendar days 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 notice, resolve such material discrepancyprocedures. (c) Any Lender may obtain a A copy of each certificate and report provided pursuant to Section 2.04(bsubsection 3.04(b), Section 2.05 or Section 2.06, 3.05 or 3.06 may be obtained by any Noteholder or Note Owner by a request in writing to the ServicerOwner Trustee addressed to the Corporate Trust Office.