Common use of Annual Certification Clause in Contracts

Annual Certification. (i) The Company will deliver to the Master Servicer, on or before February 28 of each year beginning February 28, 2004, (or, if any such day is not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, certification containing the information set forth in Exhibit C-1. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07. (g) Section 6.04 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, for delivery of such statement to the Purchaser. (h) Section 6.05 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.05, as amended hereby, for delivery of such statement to the Purchaser. (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the Servicing Agreement. (j) Section 10.01 is modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):

Annual Certification. (i) The Company will deliver to the Xxxxx Master Servicer, on or before February 28 of each year beginning February 28, 2004, (or, if any such day is not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, certification containing the information set forth in Exhibit C-1. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07. (g) Section 6.04 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, for delivery of such statement to the Purchaser. (h) Section 6.05 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.05, as amended hereby, for delivery of such statement to the Purchaser. (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the Servicing Agreement. (j) Section 10.01 is modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):

Annual Certification. (i) The Company will deliver With respect to any Mortgage Loans sold in a Securitization Transfer where Servicer is the Master Servicerservicer, Servicer agrees that on or before February 28 March 10th of each year beginning February 28March 10, 20042005, (or, if any such day is not a Business DayServicer shall deliver to the depositor, the immediately preceding Business Day)master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, or at any other time upon thirty (30) days written requestand their officers, directors and affiliates, a certification containing in the information set forth in form attached as Exhibit C-1. Such certification shall be signed B hereto, executed by the senior officer in charge of servicing of at Servicer for use in connection with any Form 10-K to be filed with the Company. In addition, the Company shall provide such other information Securities and Exchange Commission with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master securitization trust. Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer depositor, the master servicer (if any) and its the trustee, and their respective officers, directorsdirectors and affiliates, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon a any breach by of the Company or any of its officers, directors, agents or affiliates of its Servicer’s obligations under this Section 6.07 paragraph or the Company's any material misstatement or omission, negligence, bad faith or willful misconduct of Servicer in connection therewith. If the indemnification provided for herein in the preceding sentence is unavailable or insufficient to hold harmless the Master Servicerany indemnified party, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer such indemnified party as a result of the losses, claims, damages or liabilities of the Master Servicer such indemnified party in such proportion as is appropriate to reflect the relative fault of the Master Servicer such indemnified party, on the one hand hand, and the Company Servicer, on the other other, in connection with a breach of the Company's Servicer’s obligations under this Section 6.07paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of Servicer in connection therewith. (g) Section 6.04 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, for delivery of such statement to the Purchaser. (h) Section 6.05 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.05, as amended hereby, for delivery of such statement to the Purchaser. (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the Servicing Agreement. (j) Section 10.01 is modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):

Annual Certification. (i) The Company will deliver With respect to any Mortgage Loans sold in a Securitization Transfer where Servicer is the Master Servicerservicer, Servicer agrees that on or before February 28 March 10th of each year beginning February 28March 10, 20042005, (or, if any such day is not a Business DayServicer shall deliver to the depositor, the immediately preceding Business Day)master servicer (if any) and the trustee for the securitization trust in the Securitization Transfer, or at any other time upon thirty (30) days written requestand their officers, directors and affiliates, a certification containing in the information set forth in form attached as Exhibit C-1. Such certification shall be signed B hereto, executed by the senior officer in charge of servicing of at Servicer for use in connection with any Form 10-K to be filed with the Company. In addition, the Company shall provide such other information Securities and Exchange Commission with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master securitization trust. Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer depositor, the master servicer (if any) and its the trustee, and their respective officers, directorsdirectors and affiliates, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses arising out of or based upon a any breach by of the Company or any of its officers, directors, agents or affiliates of its Servicer's obligations under this Section 6.07 paragraph or the Company's any material misstatement or omission, negligence, bad faith or willful misconduct of Servicer in connection therewith. If the indemnification provided for herein in the preceding sentence is unavailable or insufficient to hold harmless the Master Servicerany indemnified party, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer such indemnified party as a result of the losses, claims, damages or liabilities of the Master Servicer such indemnified party in such proportion as is appropriate to reflect the relative fault of the Master Servicer such indemnified party, on the one hand hand, and the Company Servicer, on the other other, in connection with a breach of the CompanyServicer's obligations under this Section 6.07paragraph or any material misstatement or omission, negligence, bad faith or willful misconduct of Servicer in connection therewith. (g) Section 6.04 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, for delivery of such statement to the Purchaser. (h) Section 6.05 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.05, as amended hereby, for delivery of such statement to the Purchaser. (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the Servicing Agreement. (j) Section 10.01 is modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):

Annual Certification. (i) The Company will deliver to the Master Servicer, on or before February 28 March 1 of each year beginning February 28March 1, 2004, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or at on any other time alternative date specified by the Master Servicer upon thirty (30) days written request, a certification containing the information set forth in Exhibit C-1. L. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 5.05 or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07. (ge) Section 6.04 of the Servicing Purchase Agreement is amended to replace add the following to the end of such Section: "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the applicable date specified in Section 6.04, as amended herebythe first sentence of this Section, for delivery of such statement thereof to the Purchaser." (hf) Section 6.05 of the Servicing Purchase Agreement is amended to replace insert the following before the last sentence of such Section: "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the applicable date specified in Section 6.05, as amended herebythe first sentence of this Section, for delivery of such statement thereof to the Purchaser." (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the Servicing Agreement. (jg) Section 10.01 9.01 is hereby modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):

Annual Certification. (i) The Company will deliver to the Master Servicer, on or before February 28 of each year beginning February 28, 2004, (or, if any such day is not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, certification containing the information set forth in Exhibit C-1. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07. (g) A copy of each statement to be provided pursuant to Section 6.04 of the 5792 Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, 6.04 for delivery of such statement to the Purchaser. (h) A copy of each statement to be provided pursuant to Section 6.05 of the 5792 Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.05, as amended hereby, 6.05 for delivery of such statement to the Purchaser. (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the 5792 Servicing Agreement. (j) Section 10.01 of the 5792 Servicing Agreement is modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):

Annual Certification. (i) The Company will deliver to the Master Servicer, on or before February 28 March 1 of each year beginning February 28March 1, 2004, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or at on any other time alternative date specified by the Master Servicer upon thirty (30) days written request, a certification containing the information set forth in Exhibit C-1. L. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 5.05 or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07. (ge) Section 6.04 of the Servicing Purchase Agreement is amended to replace "May 31" with "February 28March 1" in both places where it appears (unless in such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) Section. In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, for delivery of such statement thereof to the Purchaser. (hf) Section 6.05 of the Servicing Purchase Agreement is amended to replace the phrase "May 31 of each year end beginning in May, 2003" with "May 31" , 2003 and March 1 of each year thereafter, commencing with March 2004,"February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) . In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.05, as amended hereby, for delivery of such statement thereof to the Purchaser. (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the Servicing Agreement. (jg) Section 10.01 9.01 is hereby modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):

Annual Certification. (i) The Company will deliver to the Master Servicer, on or before February 28 of each year beginning February 28, 2004, (or, if any such day is not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, certification containing the information set forth in Exhibit C-1. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07. (g) A copy of each statement to be provided pursuant to Section 6.04 of the June Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, 6.04 for delivery of such statement to the Purchaser. (h) A copy of each statement to be provided pursuant to Section 6.05 of the June Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.05, as amended hereby, 6.05 for delivery of such statement to the Purchaser. (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the June Servicing Agreement. (j) Section 10.01 of the June Servicing Agreement is modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):

Annual Certification. (ia) The Company will Servicer shall deliver to the Master Servicer, on or before February 28 March 15th of each calendar year beginning February 28, 2004, in 2005 (or, if any such day is not a Business Day, the immediately preceding Business Day)) or such alternative date reasonably specified by the Master Servicer which shall occur only if, or at and not earlier than 15 days prior to the date, any other time upon thirty (30) days written requestForm 10-K is required to be filed with the Commission in connection with the transactions contemplated by this Agreement, a certification containing in the information set forth in form attached hereto as Exhibit C-1. C. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended pursuant to Section 5.06 hereof. (iib) The Company Servicer shall indemnify and hold harmless the Master Servicer and its the Trustee and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.19 or the CompanyServicer's negligence, bad faith or willful misconduct in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master ServicerServicer and the Trustee, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer and the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer and the Trustee on the one hand and the Company Servicer on the other in connection with a breach of the CompanyServicer's obligations under this Section 6.073.19. (g) Section 6.04 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, for delivery of such statement to the Purchaser. (h) Section 6.05 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.05, as amended hereby, for delivery of such statement to the Purchaser. (i) Exhibit C-1, attached on Schedule 1 hereto, is added to the Servicing Agreement. (j) Section 10.01 is modified by adding the word "or" at the end of clause (viii) thereof and inserting the following as clause (ix):