Common use of Annual Independent Accountants' Report; Servicer Review Report Clause in Contracts

Annual Independent Accountants' Report; Servicer Review Report. (a) The Master Servicer shall cause a firm of Independent Accountants, who may also render other services to the Master Servicer, to deliver to the Indenture Trustee, Owner Trustee, the Depositor and the Securities Insurer on or before May 31 (or 150 days after the end of the Master Servicer's fiscal year) of each year, beginning on the first May 31 (or other applicable 60 65 date) after the date that is six months after the Closing Date, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) a report, conducted in accordance with generally accepted accounting principles (the "Accountant's Report") including: (i) an opinion on the financial position of the Master Servicer at the end of its most recent fiscal year, and the results of operations and changes in financial position of the Master Servicer for such year then ended on the basis of an examination conducted in accordance with generally accepted auditing standards, and (ii) a statement to the effect that, based on an examination of certain specified documents and records relating to the servicing of the Master Servicer's mortgage loan portfolio or the affiliate of the Master Servicer principally engaged in the servicing of mortgage loans conducted in compliance with the audit program for mortgages serviced for FNMA, the United States Department of Housing and Urban Development Mortgagee Audit Standards or the Uniform Single Attestation Program for Mortgage Bankers (the "Applicable Accounting Standards") such firm is of the opinion that such servicing has been conducted in compliance with the Applicable Accounting Standards except for such exceptions as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such statement. (b) In addition, the Master Servicer will provide a report of a firm of Independent Accountants which shall state that (1) a review in accordance with agreed upon procedures (determined by the Securities Insurer) was made of such number of Master Servicer Certificates which the Independent Accountants deem necessary to carry out their review of Master Servicer performance, but in no case less than two and (2) except as disclosed in the Accountant's Report, no exceptions or errors in the Master Servicer Certificates so examined were found. The Accountant's Report shall also indicate that the firm is independent of the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) The Master Servicer shall mail a copy of the Servicer Review Report and any report or statement of the Servicer prepared pursuant to Section 6.04 of the Servicing Agreement to the Indenture Trustee. (1) The Master Servicer shall, unless otherwise directed by the Securities Insurer, cause a firm of Independent Accountants chosen with the consent of the Securities Insurer to review, annually within 90 days after each anniversary of the Closing Date, in accordance with agreed upon procedures (determined by the Securities Insurer) the performance of the Servicer under the Servicing Agreement in order to confirm that the records of the Servicer accurately reflect collections, delinquencies and other relevant data with respect to the Loans reported to the Master Servicer for the purpose of preparation of the Servicing Record, and that such data is accurately reported to the Master Servicer for reflection in the Servicing Record. Any exceptions or errors disclosed by such procedures shall be included in a report delivered to the Master Servicer, the Indenture Trustee, Owner Trustee, the Securities Insurer and the Depositor (the "Servicer Review Report").

Annual Independent Accountants' Report; Servicer Review Report. (a) The Master Servicer shall cause a firm of Independent Accountants, who may also render other services to the Master Servicer, to deliver to the Indenture Trustee, Owner Trustee, Trustee and the Depositor and the Securities Insurer on or before May 31 (or 150 days after the end of the Master Servicer's fiscal year) of each year, beginning on the first May 31 (or other applicable 60 65 date) after the date that is six months after the Closing Date, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) a report, conducted in accordance with generally accepted accounting principles (the "Accountant's Report") including: (i) an opinion on the financial position of the Master Servicer at the end of its most recent fiscal year, and the results of operations and changes in financial position of the Master Servicer for such year then ended on the basis of an examination conducted in accordance with generally accepted auditing standards, and (ii) a statement to the effect that, based on an examination of certain specified documents and records relating to the servicing of the Master Servicer's mortgage loan portfolio or the affiliate of the Master Servicer principally engaged in the servicing of mortgage loans conducted in compliance with the audit program for mortgages serviced for FNMA, the United States Department of Housing and Urban Development Mortgagee Audit Standards or the Uniform Single Attestation Program for Mortgage Bankers (the "Applicable Accounting Standards") such firm is of the opinion that such servicing has been conducted in compliance with the Applicable Accounting Standards except for such exceptions as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such statement. (b) In addition, the Master Servicer will provide a report of a firm of Independent Accountants which shall state that (1) a review in accordance with agreed upon procedures (determined by the Securities Insurer) was made of such number of Master Servicer Certificates which the Independent Accountants deem necessary to carry out their review of Master Servicer performance, but in no case less than two and (2) except as disclosed in the Accountant's Report, no exceptions or errors in the Master Servicer Certificates so examined were found. The Accountant's Report shall also indicate that the firm is independent of the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) The Master Servicer shall mail a copy of the Servicer Review Report and any report or statement of the Servicer prepared pursuant to Section 6.04 of the Servicing Agreement to the Indenture Trustee. (1) The Master Servicer shall, unless otherwise directed by the Securities Insurer, shall cause a firm of Independent Accountants chosen with the consent of the Securities Insurer to review, annually within 90 days after each anniversary of the Closing Date, in accordance with agreed upon procedures (determined by the Securities Insurer) the performance of the Servicer under the Servicing Agreement in order to confirm that the records of the Servicer accurately reflect collections, delinquencies and other relevant data with respect to the Home Loans reported to the Master Servicer for the purpose of preparation of the Servicing Record, and that such data is accurately reported to the Master Servicer for reflection in the Servicing Record. Any exceptions or errors disclosed by such procedures shall be included in a report delivered to the Master Servicer, the Indenture Trustee, Owner Trustee, the Securities Insurer Trustee and the Depositor (the "Servicer Review Report").

Annual Independent Accountants' Report; Servicer Review Report. (a) The Master Servicer shall cause a firm of Independent Accountants, who may also render other services to the Master Servicer, to deliver to the Indenture Trustee, Owner Trustee, the Depositor and the Securities Insurer on or before May 31 (or 150 days after the end of the Master Servicer's fiscal year) of each year, beginning on the first May 31 (or other applicable 60 65 date) after the date that is six months after the Closing Date, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) a report, conducted in accordance with generally accepted accounting principles (the "Accountant's Report") including: (i) an opinion on the financial position of the Master Servicer at the end of its most recent fiscal year, and the results of operations and changes in financial position of the Master Servicer for such year then ended on the basis of an examination conducted in accordance with generally accepted auditing standards, and (ii) a statement to the effect that, based on an examination of certain specified documents and records relating to the servicing of the Master Servicer's mortgage loan portfolio or the affiliate of the Master Servicer principally engaged in the servicing of mortgage loans conducted in compliance with the audit program for mortgages serviced for FNMA, the United States Department of Housing and Urban Development Mortgagee Audit Standards or the Uniform Single Attestation Program for Mortgage Bankers (the "Applicable Accounting Standards") such firm is of the opinion that such servicing has been conducted in compliance with the Applicable Accounting Standards except for such exceptions as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such statement. (b) In addition, the Master Servicer will provide a report of a firm of Independent Accountants which shall state that (1) a review in accordance with agreed upon procedures (determined by the Securities Insurer) was made of such number of Master Servicer Certificates which the Independent Accountants deem necessary to carry out their review of Master Servicer performance, but in no case less than two and (2) except as disclosed in the Accountant's Report, no exceptions or errors in the Master Servicer Certificates so examined were found. The Accountant's Report shall also indicate that the firm is independent of the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) The Master Servicer shall mail a copy of the Servicer Review Report and any report or statement of the Servicer prepared pursuant to Section 6.04 of the Servicing Agreement to the Indenture Trustee. (1) The Master Servicer shall, unless otherwise directed by the Securities Insurer, cause a firm of Independent Accountants chosen with the consent of the Securities Insurer to review, annually within 90 days after each anniversary of the Closing Date, in accordance with agreed upon procedures (determined by the Securities Insurer) the performance of the Servicer under the Servicing Agreement in order to confirm that the records of the Servicer accurately reflect collections, delinquencies and other relevant data with respect to the Loans reported to the Master Servicer for the purpose of preparation of the Servicing Record, and that such data is accurately reported to the Master Servicer for reflection in the Servicing Record. Any exceptions or errors disclosed by such procedures shall be included in a report delivered to the Master Servicer, the Indenture Trustee, Owner Trustee, the Securities Insurer and the Depositor (the "Servicer Review Report").

Annual Independent Accountants' Report; Servicer Review Report. (a) The Master Servicer shall cause a firm of Independent Accountants, who may also render other services to the Master Servicer, to deliver to the Indenture Trustee, Owner Trustee, the Depositor and the Securities Certificate Insurer on or before May 31 (or 150 days after the end of the Master Servicer's fiscal year) of each year, beginning on the first May 31 (or other applicable 60 65 date) after the date that is six months after the Closing Date, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) a report, conducted in accordance with generally accepted accounting principles (the "Accountant's Report") including: (i) an opinion on the financial position of the Master Servicer at the end of its most recent fiscal year, and the results of operations and changes in financial position of the Master Servicer for such year then ended on the basis of an examination conducted in accordance with generally accepted auditing standards, and (ii) a statement to the effect that, based on an examination of certain specified documents and records relating to the servicing 57 63 of the Master Servicer's mortgage loan portfolio or the affiliate of the Master Servicer principally engaged in the servicing of mortgage loans conducted in compliance with the audit program for mortgages serviced for FNMA, the United States Department of Housing and Urban Development Mortgagee Audit Standards or the Uniform Single Attestation Program for Mortgage Bankers (the "Applicable Accounting Standards") such firm is of the opinion that such servicing has been conducted in compliance with the Applicable Accounting Standards except for such exceptions as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such statement. (b) In addition, the Master Servicer will provide a report of a firm of Independent Accountants which shall state that (1) a review in accordance with agreed upon procedures (determined by the Securities Certificate Insurer) was made of such number of Master Servicer Certificates which the Independent Accountants deem necessary to carry out their review of Master Servicer performance, but in no case less than two and (2) except as disclosed in the Accountant's Report, no exceptions or errors in the Master Servicer Certificates so examined were found. The Accountant's Report shall also indicate that the firm is independent of the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) The Master Servicer shall mail a copy of the Servicer Review Report and any report or statement of the Servicer prepared pursuant to Section 6.04 of the Servicing Agreement to the Indenture Trustee. (1) The Master Servicer shall, unless otherwise directed by the Securities Certificate Insurer, cause a firm of Independent Accountants chosen with the consent of the Securities Certificate Insurer to review, annually within 90 days after each anniversary of the Closing Date, in accordance with agreed upon procedures (determined by the Securities Certificate Insurer) the performance of the Servicer under the Servicing Agreement in order to confirm that the records of the Servicer accurately reflect collections, delinquencies and other relevant data with respect to the Loans reported to the Master Servicer for the purpose of preparation of the Servicing Record, and that such data is accurately reported to the Master Servicer for reflection in the Servicing Record. Any exceptions or errors disclosed by such procedures shall be included in a report delivered to the Master Servicer, the Indenture Trustee, Owner Trustee, the Securities Insurer Trustee and the Depositor Certificate Insurer (the "Servicer Review Report"). (2) If the Certificate Insurer, upon receipt and review of the Servicer Review Report, determines in its sole discretion that the errors or exceptions disclosed by the Servicer Review Report warrant further review of the performance of the Servicer, then the Certificate Insurer may, so long as no Certificate Insurer Default exists, direct the Master Servicer to cause such firm of Independent Accountants to perform such further review with respect to the performance of Servicer as is reasonably requested by the Certificate Insurer. (3) In addition to the foregoing, the Certificate Insurer may at any time and from time to time, so long as no Certificate Insurer Default exists, direct the Master Servicer to cause such firm of Independent Accountants to conduct such additional reviews and prepare such additional reports with respect to the performance of any Servicer as the Certificate Insurer deems reasonably appropriate.

Annual Independent Accountants' Report; Servicer Review Report. (a) The Master Servicer shall cause a firm of Independent Accountants, who may also render other services to the Master Servicer, to deliver to the Indenture Trustee, Owner Trustee, Trustee and the Depositor and the Securities Insurer on or before May 31 (or 150 days after the end of the Master Servicer's fiscal year) of each year, beginning on the first May 31 (or other applicable 60 65 date) after the date that is six months after the Closing Date, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate) a report, conducted in accordance with generally accepted accounting principles (the "Accountant's Report") including: (i) an opinion on the financial position of the Master Servicer at the end of its most recent fiscal year, and the results of operations and changes in financial position of the Master Servicer for such year then ended on the basis of an examination conducted in accordance with generally accepted auditing standards, and (ii) a statement to the effect that, based on an examination of certain specified documents and records relating to the servicing of the Master Servicer's mortgage loan portfolio or the affiliate of the Master Servicer principally engaged in the servicing of mortgage loans conducted in compliance with the audit program for mortgages serviced for FNMA, the United States Department of Housing and Urban Development Mortgagee Audit Standards or the Uniform Single Attestation Program for Mortgage Bankers (the "Applicable Accounting Standards") such firm is of the opinion that such servicing has been conducted in compliance with the Applicable Accounting Standards except for such exceptions as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such statement. (b) In addition, the Master Servicer will provide a report of a firm of Independent Accountants which shall state that (1) a review in accordance with agreed upon procedures (determined by the Securities Insurer) was made of such number of Master Servicer Certificates which the Independent Accountants deem necessary to carry out their review of Master Servicer performance, but in no case less than two and (2) except as disclosed in the Accountant's Report, no exceptions or errors in the Master Servicer Certificates so examined were found. The Accountant's Report shall also indicate that the firm is independent of the Master Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) The Master Servicer shall mail a copy of the Servicer Review Report and any report or statement of the Servicer prepared pursuant to Section 6.04 of the Servicing Agreement to the Indenture Trustee. (1d) The Master Servicer shallServicer, unless otherwise directed by at the Securities Insurerexpense of the Servicer, shall cause a firm of Independent Accountants chosen with the consent of the Securities Insurer to review, annually within 90 days after each anniversary of the Closing Date, in accordance with agreed upon procedures (determined by the Securities Insurer) the performance of the Servicer under the Servicing Agreement in order to confirm that the records of the Servicer accurately reflect collections, delinquencies and other relevant data with respect to the Home Loans reported to the Master Servicer for the purpose of preparation of the Servicing Record, and that such data is accurately reported to the Master Servicer for reflection in the Servicing Record. Any exceptions or errors disclosed by such procedures shall be included in a report delivered to the Master Servicer, the Indenture Trustee, Owner Trustee, the Securities Insurer Trustee and the Depositor (the "Servicer Review Report").