Common use of Reports by Independent Accountants Clause in Contracts

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Securities. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At On or after the Closing Date, the Issuer Borrower (or the Services Provider on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager Services Provider on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents and the Services Provider of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Services Provider shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputation. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agree; it being understood agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Independent accountantsPayments and the terms of this Agreement.

Reports by Independent Accountants. (a) At As of the Closing Issuance Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, which may be the firm Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Note Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Note Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided, however, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At On or after the Closing Date, the Issuer Borrower (or the Services Provider on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation reasonably acceptable to the Administrative Agent for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager Services Provider on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto reasonably acceptable to the Administrative Agent that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents, the Majority Lenders and the Services Provider of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Services Provider shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputationreputation reasonably acceptable to the Administrative Agent. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agree; it being understood agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Independent accountantsPayments and the terms of this Agreement.

Reports by Independent Accountants. (a) At As of the Closing ----------------------------------- Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, which may be the firm Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Note Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Note Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At As of the Closing Date, the Issuer shall appoint one or more firms Borrower has appointed a firm of Independent independent certified public accountants of recognized international reputation accountants, independent auditors or independent consultants (together with its successors, the “Independent Accountants”), in each case reasonably acceptable to the Administrative Agent and the Required Lenders, for purposes of reviewing and delivering the reports or certificates of such accountants required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants accountants, independent auditors or independent consultants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent certified public accountants Accountants at any time upon notice to, but without the consent of any Holder of Securitiesof, the Lenders. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint appoint, by Issuer Order a certificate of a Responsible Officer of the Borrower delivered to the Trustee Administrative Agent and the Rating Agency Collateral Agent, a successor thereto that shall also be a firm of Independent independent certified public accountants accountants, independent auditors or independent consultants of recognized international reputationstanding, which may be a firm of Independent independent certified public accountants accountants, independent auditors or independent consultants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned Accountants within 30 thirty (30) days after such resignation, the Issuer Borrower shall promptly notify the Trustee Agents and the Collateral Manager of such failure in writing. If writing and the Issuer shall not have appointed a successor within ten days thereafter, the Trustee Collateral Manager shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants Accountant of recognized international reputationstanding. The fees of such Independent certified public accountants Accountants and its any successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsBorrower.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Securities. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Collateral Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Collateral Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Collateral Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Collateral Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At On or prior to the Closing Date, Date the Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Securities. Upon any resignation by such firm or removal of such firm by the Issuerfirm, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a resigned firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten 10 days thereafter, the Trustee on behalf of the Issuer shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. Any agreement pursuant to which such Independent certified public accountants are appointed shall contain limited recourse and non-petition language as against the Issuer equivalent to that contained in this Indenture. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank Trustee to so agree; it being understood and agreed that the Bank shall Trustee will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and the Bank Trustee shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsIssuer.

Reports by Independent Accountants. (a) At As of the Closing Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Trustee's Issuance Certificates or Series Supplements, which may be if any. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Indenture Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Indenture Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Indenture Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; PROVIDED that the Indenture Trustee shall have no liability with respect to such appointment if the Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who and the Collateral Manager shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsIssuer.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or and/or the Collateral Administrator, Administrator to agree to the procedures performed by such firm, the Issuer hereby directs the Trustee and/or the Collateral Administrator to so agree, which acknowledgment or agreement may include confidentiality provisions and/or include, among other things, (i) acknowledgment of the responsibility for the sufficiency of the procedures to be performed by the Independent accountants for its purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent accountants and acknowledgement of other limitations of liability in favor of the Independent accountants and (iii) restrictions or other liabilities prohibitions on the disclosure of information or documents provided to it by such firm of Independent accountants (including to the Bank, the Issuer hereby directs the Bank to so agree; it being Holders). It is understood and agreed that the Bank shall Trustee and/or the Collateral Administrator will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Bank Trustee nor the Collateral Administrator shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, Trustee and the Collateral Administrator shall not disclose be required to make any information or documents provided to it by such firm of Independent accountantsagreements that adversely affect the Bank in its individual capacity.

Reports by Independent Accountants. (a) At As of the Closing Date, the Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Series Supplements, which may be if any. In the event such firm of Independent certified public accountants that performs accounting services for requires the Indenture Trustee to agree to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by, or termination by the Issuer of, such firm or removal of such firm by the Issuer, the Issuer (or shall provide written notice thereof to the Collateral Manager on behalf of the Issuer) Indenture Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned or been terminated within 30 15 days after such resignationresignation or termination, the Issuer Indenture Trustee shall promptly notify the Trustee Issuer of such failure in writing. If the Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Indenture Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided that the Indenture Trustee shall have no liability with respect to such appointment if the Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsIssuer.

Reports by Independent Accountants. (a) At As of the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten 10 days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In Neither the event such firm requires Trustee nor the Bank, in Collateral Administrator shall have any of its capacities including but not limited responsibility to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiencyterms of any engagement of Independent accountants by the Issuer (or the Collateral Manager on behalf of the Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, validityhowever, that the Trustee is hereby directed to execute an access letter, in form and substance acceptable to the Trustee, with such Independent certified public accountants selected by the Issuer or Collateral Manager in which the Trustee shall agree to not disclose the contents of any statement or reports received from such accountants other than as specified in such access letter; provided, further, that the Trustee shall not deliver under any circumstances (other than as compelled by legal or regulatory process), and without regard to any other provision of this Indenture, to any Holder, the Rating Agency or other party any such statement or report received from such accountants. A Holder may only obtain such statement or report directly from such accountants. Notwithstanding any provision in this Indenture to the contrary, the Trustee shall have no liability or responsibility for taking any action, or omitting to take any action, if such action or omission is in accordance with this Section 10.9, it being understood and agreed that the Trustee and/or the Collateral Administrator, as the case may be, shall deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Trustee nor the Collateral Administrator shall make any inquiry or investigation as to, or shall have any obligation in respect of, the validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or and/or the Collateral Administrator, Administrator to agree to the procedures performed by such firm, the Issuer hereby directs the Trustee and/or the Collateral Administrator to so agree, which acknowledgment or agreement may include confidentiality provisions and/or include, among other things, (i) acknowledgment of the responsibility for the sufficiency of the procedures to be performed by the Independent accountants for its purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent accountants and acknowledgement of other limitations of liability in favor of the Independent accountants and (iii) restrictions or other liabilities prohibitions on the disclosure of information or documents provided to it by such firm of Independent accountants (including to the Bank, the Issuer hereby directs the Bank to so agree; it being Holders). It is understood and agreed that the Bank shall Trustee and/or the Collateral Administrator will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Bank Trustee nor the Collateral Administrator shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, Trustee and the Collateral Administrator shall not disclose be required to make any information or documents provided to it by such firm of Independent accountantsagreements that adversely affect the Bank in its individual capacity.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Securities. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Securities. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 thirty (30) days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At As of the Closing Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Trust Issuance Certificates or Series Supplements, which may be if any. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Indenture Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Indenture Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Indenture Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; PROVIDED that the Indenture Trustee shall have no liability with respect to such appointment if the Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At On or after the Closing Rating Effective Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents and the Collateral Manager of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Manager shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputation. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agree; it being understood agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Independent accountantsPayments and the terms of this Agreement.

Reports by Independent Accountants. (a) At On or after the Closing Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents and the Collateral Manager of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Manager shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputation. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent and/or the Collateral Administrator to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent and/or the Collateral Administrator, as applicable, to so agree; it being understood agree and directs the Collateral Agent or the Collateral Administrator to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent or the Collateral Administrator, as applicable (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent and the Collateral Administrator will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. Neither the Collateral Agent nor the Collateral Administrator shall have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent or the Collateral Administrator be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm the Collateral Agent and/or the Collateral Administrator in connection with this Section 5.36(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Independent accountantsPayments and the terms of this Agreement.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank Trustee to so agree; it being understood and agreed that the Bank shall Trustee will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and the Bank Trustee shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At As of the Closing Date, the Issuer shall appoint one or more firms Borrower has appointed a firm of Independent independent certified public accountants of recognized international reputation accountants, independent auditors or independent consultants (together with its successors, the “Independent Accountants”), in each case reasonably acceptable to the Administrative Agent and the Required Lenders, for purposes of reviewing and delivering the reports or certificates of such accountants required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants accountants, independent auditors or independent consultants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent certified public accountants Accountants at any time upon notice to, but without the consent of any Holder of Securitiesof, the Lenders. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint appoint, by Issuer Order a certificate of a Responsible Officer of the Borrower delivered to the Trustee Administrative Agent and the Rating Agency Custodian, a successor thereto that shall also be a firm of Independent independent certified public accountants accountants, independent auditors or independent consultants of recognized international reputationstanding, which may be a firm of Independent independent certified public accountants accountants, independent auditors or independent consultants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned Accountants within 30 thirty (30) days after such resignation, the Issuer Borrower shall promptly notify the Trustee Administrative Agent and the Collateral Manager of such failure in writing. If writing and the Issuer shall not have appointed a successor within ten days thereafter, the Trustee Collateral Manager shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants Accountant of recognized international reputationstanding. The fees of such Independent certified public accountants Accountants and its any successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsBorrower.

Reports by Independent Accountants. (a) At On or after the Closing Amendment and Restatement Date, the Issuer Borrower (or the Services Provider on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation reasonably acceptable to the Majority Lenders for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager Services Provider on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto reasonably acceptable to the Majority Lenders that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents, the Majority Lenders and the Services Provider of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Services Provider shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputationreputation reasonably acceptable to the Majority Lenders. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agree; it being understood agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Independent accountantsPayments and the terms of this Agreement.

Reports by Independent Accountants. (a) At As of the Closing Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Issuance Certificates or Series Supplements, which may be if any. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by, or termination by the Note Issuer of, such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Indenture Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned or been terminated within 30 15 days after such resignationresignation or termination, the Issuer Indenture Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Indenture Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided that the Indenture Trustee shall have no liability with respect to such appointment if the Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, Bank in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; , which acknowledgment or agreement may include, among other things, (i) acknowledgment of the responsibility for the sufficiency of the procedures to be performed by the Independent accountants for its purposes, (ii) releases by the Bank (on behalf of itself and the Holders) of claims against the Independent accountants and acknowledgement of other limitations of liability in favor of the Independent accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it being by such firm of Independent accountants (including to the Holders). It is understood and agreed that the Bank shall will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and the Bank shall not make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, Bank shall not disclose be required to make any information or documents provided to it by such firm of Independent accountantsagreements that adversely affect the Bank in its individual capacity.

Reports by Independent Accountants. (a) At As of the Closing ----------------------------------- Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, which may be the firm Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Note Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Note Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided that the Note Trustee shall have no liability with respect -------- to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At As of the Closing initial ---------------------------------- Series Issuance Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, which may be the firm Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Note Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Note Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At As of the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency S&P a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In Neither the event such firm requires Trustee nor the Bank, in Collateral Administrator shall have any of its capacities including but not limited responsibility to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiencyterms of any engagement of Independent accountants by the Issuer (or the Collateral Manager on behalf of the Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, validityhowever that the Trustee is hereby directed to execute an access letter, in form and substance acceptable to the Trustee, with such Independent certified public accountants selected by the Issuer or Collateral Manager in which the Trustee shall agree to not disclose the contents of any statement or reports received from such accountants other than as specified in such access letter; provided further, that the Trustee shall not deliver under any circumstances (other than as compelled by legal or regulatory process), and without regard to any other provision of this Indenture, to any Holder, any Rating Agency or other party any such statement or report received from such accountants. A Holder may only obtain such statement or report directly from such accountants. Notwithstanding any provision in this Indenture to the contrary, the Trustee shall have no liability or responsibility for taking any action, or omitting to take any action, if such action or omission is in accordance with this Section 10.12, it being understood and agreed that the Trustee and/or the Collateral Administrator, as the case may be, will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Trustee nor the Collateral Administrator shall make any inquiry or investigation as to, or shall have any obligation in respect of, the validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.172

Reports by Independent Accountants. (a) At As of the Closing Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Trustee's Issuance Certificates or Series Supplements, which may be if any. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Indenture Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Indenture Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Indenture Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; PROVIDED that the Indenture Trustee shall have no liability with respect to such appointment if the Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency Agencies a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or and/or the Collateral Administrator, Administrator to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank Trustee and the Collateral Administrator to so agree; it being understood and agreed that the Bank shall Trustee and/or the Collateral Administrator will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Bank Trustee nor the Collateral Administrator shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At As of the Closing Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Trustee's Issuance Certificates or Series Supplements, which may be if any. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Note Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Indenture Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Indenture Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Indenture Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided that the Indenture Trustee shall have no liability with respect to such appointment if the Indenture Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesNote Issuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.ARTICLE IX

Reports by Independent Accountants. (a) At On or after the Closing Date, the Issuer Borrower (or the Services Provider on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager Services Provider on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents and the Services Provider of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Services Provider shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputation. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agree; it being understood agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm of Independent accountants.the Collateral Agent in connection with this 726098183 67 730008998.8 17559657 67

Reports by Independent Accountants. (a) At the Closing Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Borrower Order delivered to the Trustee and the Rating Agency Collateral Agent a successor thereto that shall also be a firm of Independent independent certified public accountants of recognized international reputation, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Collateral Agent of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee Collateral Agent shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent independent certified public accountants of recognized international reputation. The fees of such Independent independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent and/or the Collateral Administrator to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent and the Collateral Administrator to so agreeagree and directs the Collateral Agent and the Collateral Administrator to execute a specified user agreement, access letter or agreement of similar import requested by such accountants; it being understood and agreed that the Bank shall Collateral Agent and the Collateral Administrator will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower, and neither the Bank Collateral Agent nor the Collateral Administrator shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each procedures or the content of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsletters.

Reports by Independent Accountants. (a) At As of the Closing ---------------------------------- Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, which may be the firm Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Note Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Note Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At On or prior to the Closing Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall appoint select one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed upon procedures required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall will also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail fails to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall has not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such firm of Independent certified public accountants and its successor shall be are payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or and/or the Collateral Administrator, Administrator to agree to the procedures performed by such firm, which acknowledgment firm or execute an access letter or any agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bankin order to access its reports, the Issuer hereby directs the Bank Trustee and the Collateral Administrator, as the case may be, to so agreeagree or execute any such access letter or agreement; it being understood and agreed that the Bank shall deliver Trustee and the Collateral Administrator, as the case may be, will make such letter of agreement agreements in conclusive reliance on the foregoing direction of the Issuer, and neither the Bank shall Trustee nor the Collateral Administrator will make no inquiry or investigation as to, and shall have each has no obligation in respect of, the sufficiency, validity, validity or correctness of the agreed upon procedures in respect of such proceduresengagement. The In addition, the Bank, the Trustee and the Collateral Administrator are authorized, without liability on its part, to execute and deliver any acknowledgement, access letter, or other agreement with such firm of Independent accountants required for the Trustee (or Collateral Administrator, as applicable) to receive any of the certificates, reports or instructions provided for herein, which acknowledgement, access letter, or agreement may include, among other things, (i) acknowledgement that the Issuer has agreed that the procedures to be performed by the Independent accountants are sufficient for relevant purposes, (ii) releases by the Trustee (on behalf of itself and/or the Holders) and the Collateral Administrator of any claims, liabilities, and expenses arising out of or relating to such Independent accountant’s engagement, agreed-upon procedures or any report issued by such Independent accountants under any such engagement and acknowledgement of other limitations of liability in each favor of its capacitiesthe Independent accountants, shall not disclose and (iii) restrictions or prohibitions on the disclosure of any such certificates, reports or other information or documents provided to it by such firm of Independent accountantsaccountants (including to the Holders). Notwithstanding the foregoing, in no event are the Trustee or Collateral Administrator required to execute any agreement, acknowledgement or access letter in respect of the Independent accountants that the Trustee or the Collateral Administrator, as the case may be, reasonably determines may subject it to risk of expenses or liability for which it is not adequately indemnified or otherwise adversely affects it.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or and/or the Collateral Administrator, Administrator to agree to the procedures performed by such firm, the Issuer hereby directs the Trustee and/or the Collateral Administrator to so agree, which acknowledgment or agreement may include confidentiality provisions include, among other things, (i) acknowledgment of the responsibility for the sufficiency of the procedures to be performed by the Independent accountants for its purposes, (ii) releases by the Trustee and/or releases Collateral Administrator (on behalf of itself and the Holders) of claims against the Independent accountants and acknowledgement of other limitations of liability in favor of the Independent accountants and (iii) restrictions or other liabilities prohibitions on the disclosure of information or documents provided to it by such firm of Independent accountants (including to the Bank, the Issuer hereby directs the Bank to so agree; it being Holders). It is understood and agreed that the Bank shall Trustee and/or the Collateral Administrator will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Bank Trustee nor the Collateral Administrator shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, Trustee and the Collateral Administrator shall not disclose be required to make any information or documents provided to it by such firm of Independent accountantsagreements that adversely affect the Bank in its individual capacity.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Secured Debt or Subordinated Securities. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Collateral Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Collateral Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Collateral Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Collateral Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At On or after the Original Closing Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents and the Collateral Manager of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Manager shall appoint a successor firm of Independent independent certified public accountants of recognized international reputation. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agree; it being understood agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall deliver Borrower has agreed that the procedures to be performed by such letter accountants are sufficient for the Borrower's purposes, (ii) releases by the Collateral Agent (on behalf of agreement itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in conclusive reliance favor of the firm, and (iii) restrictions or prohibitions on the foregoing direction disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). The Collateral Agent shall not have any responsibility to the Bank shall Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it by such firm of Independent accountantsreasonably determines adversely affects it.

Reports by Independent Accountants. (a) At As of the Closing Issuance Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this Note Indenture. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, which may be the firm Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Note Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Note Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; PROVIDED, HOWEVER, that the Note Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Secured Debt or Subordinated Securities. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Collateral Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Collateral Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Collateral Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesDebt. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee Collateral Agent and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee Collateral Agent of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee Collateral Agent shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, Bank in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; , which acknowledgment or agreement may include, among other things, (i) acknowledgment of the responsibility for the sufficiency of the procedures to be performed by the Independent accountants for its purposes, (ii) releases by the Bank (on behalf of itself and the Holders) of claims against the Independent accountants and acknowledgement of other limitations of liability in favor of the Independent accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it being by such firm of Independent accountants (including to the Holders). It is understood and agreed that the Bank shall will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and the Bank shall not make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, Bank shall not disclose be required to make any information or documents provided to it by such firm of Independent accountantsagreements that adversely affect the Bank in its individual capacity.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent independent certified public accountants of recognized international reputation, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Collateral Agent and the Collateral Manager of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Manager shall appoint a successor firm of Independent independent certified public accountants of recognized international reputation. The fees of such Independent independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agreeagree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include a release of liability and confidentiality provisions; it being understood and agreed that the Bank shall Collateral Agent will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower, and the Bank Collateral Agent shall not make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each procedures or the content of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsletters.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the each Rating Agency Agency, a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or and/or the Collateral Administrator, Administrator to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank Trustee and the Collateral Administrator to so agree; it being understood and agreed that the Bank shall Trustee and/or the Collateral Administrator will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Bank Trustee nor the Collateral Administrator shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency Moody’s a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsIssuer.

Reports by Independent Accountants. (a) At On or about the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing recalculation and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesDebt. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Collateral Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Collateral Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Collateral Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsIssuer.

Reports by Independent Accountants. (a) At As of the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesObligations. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten 10 days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In Neither the event such firm requires Trustee nor the Bank, in Collateral Administrator shall have any of its capacities including but not limited responsibility to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiencyterms of any engagement of Independent accountants by the Issuer (or the Collateral Manager on behalf of the Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, validityhowever, that the Trustee is hereby directed to execute an access letter, in form and substance acceptable to the Trustee, with such Independent certified public accountants selected by the Issuer or Collateral Manager in which the Trustee shall agree to not disclose the contents of any statement or reports received from such accountants other than as specified in such access letter; provided, further, that the Trustee shall not deliver under any circumstances (other than as compelled by legal or regulatory process), and without regard to any other provision of this Indenture, to any Holder, the Rating Agency or other party any such statement or report received from such accountants. A Holder may only obtain such statement or report directly from such accountants. Notwithstanding any provision in this Indenture to the 202 contrary, the Trustee shall have no liability or responsibility for taking any action, or omitting to take any action, if such action or omission is in accordance with this Section 10.9, it being understood and agreed that the Trustee and/or the Collateral Administrator, as the case may be, shall deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Trustee nor the Collateral Administrator shall make any inquiry or investigation as to, or shall have any obligation in respect of, the validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At Prior to the Closing Datedelivery of any reports or certificates of accountants required to be prepared pursuant to the terms hereof, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Portfolio Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Portfolio Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Portfolio Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Portfolio Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as an Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsExpense.

Reports by Independent Accountants. (a) At Within 60 days following the Closing Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more firms of Independent independent certified public accountants of recognized international national reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this Indentureclause (b) below, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower or the Collateral Manager may remove any such firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower or the Collateral Manager, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Borrower Order delivered to the Trustee and the Rating Agency Collateral Agent a successor thereto that shall also be a firm of Independent independent certified public accountants of recognized international national reputation, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Collateral Agent of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafterBusiness Days after the Collateral Agent’s receipt of such notice, the Trustee Collateral Agent shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent independent certified public accountants of recognized international national reputation. The fees fees, expenses and indemnity of such Independent any independent certified public accountants accountants, and its successor any successor, shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event any such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agreeagree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such firm; it being understood and agreed that the Bank shall Collateral Agent will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower, and the Bank Collateral Agent shall not make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each procedures or the content of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsletters.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesHolder. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee Collateral Trustee, the Collateral Administrator, the Loan Agent and the each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Collateral Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Collateral Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Collateral Trustee or and/or the Collateral Administrator, Administrator to agree to the procedures performed by such firmfirm or execute an access letter or any agreement in order to access its reports, which acknowledgment may contain a release of any claims, liabilities and expenses arising out of or agreement may include confidentiality provisions and/or releases of claims relating to such accountant’s engagement, agreed-upon procedures or other liabilities any report issued by the Banksuch accountants under any such agreement, the Issuer hereby directs the Bank Collateral Trustee or the Collateral Administrator, as the case may be, to so agreeagree or execute any such access letter or agreement; it being understood and agreed that the Bank Collateral Trustee and the Collateral Administrator, as the case may be, shall deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer and neither the Bank Collateral Trustee nor the Collateral Administrator shall have any responsibility to make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The In addition, the Bank, the Collateral Trustee, the Loan Agent and the Collateral Administrator are hereby instructed and authorized, without liability on its part, to execute and deliver any acknowledgement, access letter, or other agreement with such firm of Independent accountants required for the Collateral Trustee (or Collateral Administrator, as applicable) to receive any of the certificates, reports or instructions provided for herein, which acknowledgement, access letter, or agreement may include, among other things, (i) acknowledgement that the Issuer has agreed that the procedures to be performed by the Independent accountants are sufficient for relevant purposes, (ii) releases by the Collateral Trustee (on behalf of itself and/or the Holders) and the Collateral Administrator of any claims, liabilities, and expenses arising out of or relating to such Independent accountant’s engagement, agreed-upon procedures or any report issued by such Independent accountants under any such engagement and acknowledgement of other limitations of liability in each favor of its capacitiesthe Independent accountants, shall not disclose (iii) restrictions or prohibitions on the disclosure of any such certificates, reports or other information or documents provided to it by such firm of Independent accountantsaccountants (including to the Holders) and (iv) such other terms and conditions that the Issuer has determined are necessary or desirable. Notwithstanding the foregoing, in no event shall the Collateral Trustee or Collateral Administrator be required to execute any agreement, acknowledgement or access letter in respect of the Independent accountants that the Collateral Trustee or the Collateral Administrator, as the case may be, reasonably determines may subject it to risk of expenses or liability for which it is not adequately indemnified or otherwise adversely affects it.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesDebt. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Collateral Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Collateral Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Collateral Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, Bank in any of its capacities including but not limited to Trustee or the Collateral Administrator, as applicable, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank or the Collateral Administrator, as applicable, to so agree; , which acknowledgment or agreement may include, among other things, (i) acknowledgment of the responsibility for the sufficiency of the procedures to be performed by the Independent accountants for its purposes, (ii) releases by the Bank (on behalf of itself and the Holders) or the Collateral Administrator, as applicable, of claims against the Independent accountants and acknowledgement of other limitations of liability in favor of the Independent accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it being by such firm of Independent accountants (including to the Holders). It is understood and agreed that the Bank shall or the Collateral Administrator, as applicable, will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Bank nor the Collateral Administrator, as applicable, shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The BankNeither the Bank nor the Collateral Administrator, in each of its capacitiesas applicable, shall not disclose be required to make any information or documents provided to such agreements that adversely affect it by such firm of Independent accountantsin its individual capacity.

Reports by Independent Accountants. (a) At Prior to the Closing Datedelivery of any reports of accountants required to be prepared to be pursuant to the terms hereof, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesObligations. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten 10 days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as an Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsExpense.

Reports by Independent Accountants. (a) At Within 60 days following the Closing Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more firms of Independent independent certified public accountants of recognized international national reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this Indentureclause (b) below, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower or the Collateral Manager may remove any such firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower or the Collateral Manager, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Borrower Order delivered to the Trustee and the Rating Agency U.S. Collateral Agent a successor thereto that shall also be a firm of Independent independent certified public accountants of recognized international national reputation, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Blackstone Asset Based Finance Representative of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafterBusiness Days after the Blackstone Asset Based Finance Representative’s receipt of such notice, the Trustee Blackstone Asset Based Finance Representative shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent independent certified public accountants of recognized international national reputation. The fees fees, expenses and indemnity of such Independent any independent certified public accountants accountants, and its successor any successor, shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event any such firm requires the Bank, in any of its capacities including but not limited to Trustee or U.S. Collateral Administrator, Agent and/or the Collateral Administrator to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment the Borrower hereby directs the U.S. Collateral Agent and the Collateral Administrator to so agree and directs the U.S. Collateral Agent and the Collateral Administrator to execute a specified user agreement, access letter or agreement of similar import requested by such firm, which may include confidentiality provisions and/or contain, among other things, (1) acknowledgements of the sufficiency of the agreed upon procedures agreed to in connection with the engagement of the independent certified public accountants by the Borrower, (2) releases of claims and other limitations of liability in favor of the certified public accountants, or other liabilities (3) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of independent accountants (including to the Bank, the Issuer hereby directs the Bank to so agreeLenders); it being understood and agreed that the Bank shall U.S. Collateral Agent and the Collateral Administrator will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower, and neither the Bank U.S. Collateral Agent nor the Collateral Administrator shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such proceduresprocedures or the content of such letters. The BankNotwithstanding the foregoing, in each no event shall the U.S. Collateral Agent or the Collateral Administrator be required to execute any agreement in respect of the independent certified public accountants that such party determines adversely affects it in its capacitiesindividual capacity; provided that, for the avoidance of doubt, no breach, default or Event of Default shall not disclose result solely from the failure of any information report or documents provided notice required to be delivered under this paragraph if such failure is solely due to the refusal by the U.S. Collateral Agent or the Collateral Administrator to execute any agreement it is directed to execute by such firm of Independent accountantsthe Borrower in accordance with this paragraph.

Reports by Independent Accountants. (a) At As of the Closing Issuance ---------------------------------- Date, the Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this Indenture. In the event such firm requires the Trustee to agree to the procedures performed by such firm, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer 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 Issuer, and the Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered provide written notice thereof to the Trustee and the Rating Agency shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 days after such resignation, the Issuer Trustee shall promptly notify the Trustee Issuer of such failure in writing. If the Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided, however, that the Trustee shall have no liability with respect to such appointment if the Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsIssuer.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesDebt. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Collateral Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Collateral Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Collateral Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Collateral Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesDebt. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee Trustee, the Collateral Administrator and the Rating Agency S&P a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee and the Collateral Administrator of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In (b) On or before the event such firm requires the Bank20th of May of each year, commencing in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank2023, the Issuer hereby directs shall cause to be delivered to the Bank to so agree; it being understood Trustee a statement from a firm of Independent certified public accountants for the Distribution Reports prepared in the prior year (i) indicating that the Bank shall deliver such letter calculations within those Distribution Reports (excluding the S&P CDO Monitor Test) have been performed in accordance with the applicable provisions of agreement in conclusive reliance on this Indenture and (ii) listing the foregoing direction Aggregate Principal Balance of the Assets and the Bank shall make no inquiry or investigation Aggregate Principal Balance of the Collateral Obligations securing the Debt as to, of the relevant Determination Dates; provided that in the event of a conflict between such firm of Independent certified public accountants and shall have no obligation the Issuer with respect to any matter in respect ofthis Section 10.10, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it determination by such firm of Independent accountantspublic accountants shall be conclusive. (c) Upon the written request of the Trustee, or any holder of a Subordinated Note, the Issuer will cause the firm of Independent certified public accountants appointed pursuant to Section 10.10(a) to provide any holder of Subordinated Notes with all of the information required to be provided by the Issuer or pursuant to Section 7.17 or assist the Issuer in the preparation thereof.

Reports by Independent Accountants. (a) At As of the ----------------------------------- Closing Date, the Note Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this IndentureIndenture and the related Series Supplements. In the event such firm requires the Note Trustee to agree to the procedures performed by such firm, which may be the firm Note Issuer shall direct the Note Trustee in writing to so agree; it being understood and agreed that the Note Trustee will deliver such letter of Independent certified public accountants that performs accounting services for agreement in conclusive reliance upon the Issuer direction of the Note Issuer, and the Note Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, Note Issuer shall provide written notice thereof to the Issuer (or the Collateral Manager on behalf of the Issuer) Note Trustee and shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Note Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 15 days after such resignation, the Issuer Note Trustee shall promptly notify the Trustee Note Issuer of such failure in writing. If the Note Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Note Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; provided that the Note -------- Trustee shall have no liability with respect to such appointment if the Note Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsNote Issuer.

Reports by Independent Accountants. (a) At As of the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the S&Pthe Rating Agency Agencies a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In Neither the event such firm requires Trustee nor the Bank, in Collateral Administrator shall have any of its capacities including but not limited responsibility to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiencyterms of any engagement of Independent certified public accountants by the Issuer (or the Collateral Manager on behalf of the Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, validityhowever that the Trustee is hereby directed to execute an access letter, in form and substance acceptable to the Trustee, with such Independent certified public accountants selected by the Issuer or Collateral Manager in which the Trustee shall agree to not disclose the contents of any statement or reports received from such accountants other than as specified in such access letter; provided further, that the Trustee shall not deliver under any circumstances (other than as compelled by legal or regulatory process), and without regard to any other provision of this Indenture, to any Holder, any Rating Agency or other party any such statement or report received from such accountants. A Holder may only obtain such statement or report directly from such accountants. Notwithstanding any provision in this Indenture to the contrary, the Trustee shall have no liability or responsibility for taking any action, or omitting to take any 207 action, if such action or omission is in accordance with this Section 10.12, it being understood and agreed that the Trustee and/or the Collateral Administrator, as the case may be, will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Trustee nor the Collateral Administrator shall make any inquiry or investigation as to, or shall have any obligation in respect of, the validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesDebt. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Secured Debt or Subordinated Securities. Upon any resignation by 195 such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Collateral Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Collateral Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Collateral Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint appoint, by Issuer Order delivered to the Trustee and the each Rating Agency Agency, a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or and/or the Collateral Administrator, Administrator to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank Trustee and the Collateral Administrator to so agree; it being understood and agreed that the Bank shall Trustee and/or the Collateral Administrator will deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Bank Trustee nor the Collateral Administrator shall make no any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, validity or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.

Reports by Independent Accountants. (a) At On or after the Closing Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents and the Collateral Manager of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Manager shall appoint a successor firm of Independent independent certified public accountants of recognized international reputation. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agree; it being understood agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall deliver Borrower has agreed that the procedures to be performed by such letter accountants are sufficient for the Borrower's purposes, (ii) releases by the Collateral Agent (on behalf of agreement itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in conclusive reliance favor of the firm, and (iii) restrictions or prohibitions on the foregoing direction disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). The Collateral Agent shall not have any responsibility to the Bank shall Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it by such firm of Independent accountantsreasonably determines adversely affects it.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesHolder. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee Trustee, the Collateral Agent, the Loan Agent and the each Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee Collateral Agent of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee Collateral Agent shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent and/or the Collateral Administrator to agree to the procedures performed by such firmfirm or execute an access letter or any agreement in order to access its reports, which acknowledgment may contain a release of any claims, liabilities and expenses arising out of or agreement may include confidentiality provisions and/or releases of claims relating to such accountant’s engagement, agreed-upon procedures or other liabilities any report issued by the Banksuch accountants under any such agreement, the Issuer hereby directs the Bank Collateral Agent or the Collateral Administrator, as the case may be, to so agreeagree or execute any such access letter or agreement; it being understood that the Bank Collateral Agent and the Collateral Administrator, as the case may be, shall deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer and neither the Bank Collateral Agent nor the Collateral Administrator shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The In addition, the Bank, the Trustee, the Collateral Agent, the Loan Agent and the Collateral Administrator shall be authorized, without liability on its part, to execute and deliver any acknowledgement, access letter, or other agreement with such firm of Independent accountants required for the Collateral Agent (or Collateral Administrator, as applicable) to receive any of the certificates, reports or instructions provided for herein, which acknowledgement, access letter, or agreement may include, among other things, (i) acknowledgement that the Issuer has agreed that the procedures to be performed by the Independent accountants are sufficient for relevant purposes, (ii) releases by the Collateral Agent (on behalf of itself and/or the Holders) and the Collateral Administrator of any claims, liabilities, and expenses arising out of or relating to such Independent accountant’s engagement, agreed-upon procedures or any report issued by such Independent accountants under any such engagement and acknowledgement of other limitations of liability in each favor of its capacitiesthe Independent accountants, shall not disclose and (iii) restrictions or prohibitions on the disclosure of any such certificates, reports or other information or documents provided to it by such firm of Independent accountantsaccountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Collateral Agent or Collateral Administrator be required to execute any agreement, acknowledgement or access letter in respect of the Independent accountants that the Collateral Agent or the Collateral Administrator, as the case may be, reasonably determines may subject it to risk of expenses or liability for which it is not adequately indemnified or otherwise adversely affects it.

Reports by Independent Accountants. (a) At On or after the Closing Date, the Issuer Borrower (or the Servicer on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServicer. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager Servicer on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServicer. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents and the Servicer of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Servicer shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputation. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent and/or the Collateral Administrator to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent and/or the Collateral Administrator, as applicable, to so agree; it being understood agree and directs the Collateral Agent and/or the Collateral Administrator to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower's purposes, (ii) releases by the Collateral Agent or the Collateral Administrator, as applicable (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent or the Collateral Administrator will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. Neither the Collateral Agent nor the Collateral Administrator shall have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent or the Collateral Administrator be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm the Collateral Agent or the Collateral Administrator in connection with this Section 5.36(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Independent accountantsPayments and the terms of this Agreement.

Reports by Independent Accountants. (a) At Prior to the Closing Datedelivery of any reports of accountants required to be prepared to be pursuant to the terms hereof, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesNotes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as an Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsExpense.

Reports by Independent Accountants. (a) At As of the Closing Issuance Date, the Issuer shall appoint one or more firms a firm of Independent certified public accountants of recognized international national reputation for purposes of reviewing preparing and delivering the reports or certificates of such accountants required by this Indenture. In the event such firm requires the Trustee to agree to the procedures performed by such firm, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer 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 Issuer, and the Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the Collateral Manager. The Issuer may remove any firm sufficiency, validity or correctness of Independent certified public accountants at any time without the consent of any Holder of Securitiessuch procedures. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered provide written notice thereof to the Trustee and the Rating Agency shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized international national reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which that has resigned within 30 days after such resignation, the Issuer Trustee shall promptly notify the Trustee Issuer of such failure in writing. If the Issuer shall not have appointed a successor within ten 10 days thereafter, thereafter the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international national reputation; PROVIDED, HOWEVER, that the Trustee shall have no liability with respect to such appointment if the Trustee acted with due care with respect thereto. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsIssuer.

Reports by Independent Accountants. (a) At On or after the Closing Date, the Issuer Borrower (or the Collateral Manager on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral Manager. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents and the Collateral Manager of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Manager shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputation. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent and/or the Collateral Administrator to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent and/or the Collateral Administrator, as applicable, to so agree; it being understood agree and directs the Collateral Agent or the Collateral Administrator to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent or the Collateral Administrator, as applicable (on behalf of itself and the Senior Lenders and Facility Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Senior Lenders and Facility Agent). It is understood and agreed that the Collateral Agent and the Collateral Administrator will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. Neither the Collateral Agent nor the Collateral Administrator shall have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent or the Collateral Administrator be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm the Collateral Agent and/or the Collateral Administrator in connection with this Section 5.28(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Independent accountantsPayments and the terms of this Agreement.

Reports by Independent Accountants. (a) At On or before the date which is 30 days after the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesDebt. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee Trustee, the Collateral Agent, the Loan Agent and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee Collateral Agent of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee Collateral Agent shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative ExpensesIssuer. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent and/or the Collateral Administrator to agree to the procedures performed by such firmfirm or execute an access letter or any agreement in order to access its reports, which acknowledgment may contain a release of any claims, liabilities and expenses arising out of or agreement may include confidentiality provisions and/or releases of claims relating to such accountant’s engagement, agreed-upon procedures or other liabilities any report issued by the Banksuch accountants under any such agreement, the Issuer hereby directs the Bank Collateral Agent or the Collateral Administrator, as the case may be, to so agreeagree or execute any such access letter or agreement; it being understood that the Bank Collateral Agent and the Collateral Administrator, as the case may be, shall deliver such letter of agreement in conclusive reliance on the foregoing direction of the Issuer and neither the Bank Collateral Agent nor the Collateral Administrator shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The In addition, the Bank, the Trustee, the Collateral Agent, the Loan Agent and the Collateral Administrator shall be authorized, without liability on its part, to execute and deliver any acknowledgement, access letter, or other agreement with such firm of Independent accountants required for the Collateral Agent (or Collateral Administrator, as applicable) to receive any of the certificates, reports or instructions provided for herein, which acknowledgement, access letter, or agreement may include, among other things, (i) acknowledgement that the Issuer has agreed that the procedures to be performed by the Independent accountants are sufficient for relevant purposes, (ii) releases by the Collateral Agent (on behalf of itself and/or the Holders) and the Collateral Administrator of any claims, liabilities, and expenses arising out of or relating to such Independent accountant’s engagement, agreed-upon procedures or any report issued by such Independent accountants under any such engagement and acknowledgement of other limitations of liability in each favor of its capacitiesthe Independent accountants, shall not disclose and (iii) restrictions or prohibitions on the disclosure of any such certificates, reports or other information or documents provided to it by such firm of Independent accountantsaccountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Collateral Agent or Collateral Administrator be required to execute any agreement, acknowledgement or access letter in respect of the Independent accountants that the Collateral Agent or the Collateral Administrator, as the case may be, reasonably determines may subject it to risk of expenses or liability for which it is not adequately indemnified or otherwise adversely affects it.

Reports by Independent Accountants. (a) At On or after the Closing Date, the Issuer Borrower (or the Services Provider on behalf of the Borrower) shall appoint select one or more nationally recognized firms of Independent independent certified public accountants of recognized international reputation reasonably acceptable to the Majority Lenders for purposes of reviewing and delivering the reports or certificates of such accountants performing agreed-upon procedures required by this IndentureAgreement, which may be the firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. The Issuer Borrower may remove any firm of Independent independent certified public accountants at any time without the consent of any Holder of Securitiestime. Upon any resignation by such firm or removal of such firm by the IssuerBorrower, the Issuer Borrower (or the Collateral Manager Services Provider on behalf of the IssuerBorrower) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto reasonably acceptable to the Majority Lenders that shall also be a nationally recognized firm of Independent independent certified public accountants of recognized international reputationaccountants, which may be a firm of Independent independent certified public accountants that performs accounting services for the Issuer Borrower or the Collateral ManagerServices Provider. If the Issuer Borrower shall fail to appoint a successor to a firm of Independent independent certified public accountants which has resigned or has been removed within 30 days after such resignationresignation or removal (as applicable), the Issuer Borrower shall promptly notify the Trustee Agents, the Majority Lenders and the Services Provider of such failure in writing. If the Issuer Borrower shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who Services Provider shall appoint a successor firm of Independent independent certified public accountants of nationally recognized international reputationreputation reasonably acceptable to the Majority Lenders. The fees of such Independent firm of independent certified public accountants and its successor shall be payable by the Issuer Borrower as Administrative ExpensesExpenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer Borrower hereby directs the Bank Collateral Agent to so agree; it being understood agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Bank shall Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letter letters of agreement and similar documents in conclusive reliance on the foregoing direction and of the Bank Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make no any inquiry or investigation as to, and shall have no obligation obligation, liability or responsibility in respect of, the sufficiencyterms of any engagement of any such firm, validity, or the validity or correctness of such procedures. The Bankprocedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), in each of its capacities, shall not disclose any report or instruction (or other information or documents provided documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by such firm the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Independent accountantsPayments and the terms of this Agreement.

Reports by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of SecuritiesDebt. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee Trustee, the Collateral Administrator and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee and the Collateral Administrator of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountantsIssuer.