Common use of Annual Independent Public Accountants' Servicing Report Clause in Contracts

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30December 31, 20021998, the Servicer Master Servicer, at its expense, shall cause a firm of Independent nationally-recognized certified public accountants who are members of the American Institute of Certified Public Accountants and who are acceptable to the Note Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Note Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement; provided, however, that for purposes of complying with this Section such a statement furnished to a Subservicer otherwise satisfying the requirements of this Section shall be deemed to satisfy the obligations of the Master Servicer. (b) Within 120 days after December 31 of each year, beginning with December 31, 1998, the Master Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer, as the case may be, which includes an assertion that the Master Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Master Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeNote Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 15 of each year, beginning with June 30, 2002commencing in March 2005, the Servicer HELOC Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants which is a member of the American Institute of Certified Public Accountants and which is Deloitte & Touche LLP (who may also render other services or a successor thereof) to furnish a statement to the HELOC Master Servicer, which will be provided to the Indenture Trustee, the Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the HELOC Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the HELOC Master Servicer was not in compliance with this Agreement, including Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 15 of each year, commencing in March 2005, the HELOC Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the HELOC Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the HELOC Master Servicer or such Subservicer which includes an assertion that the HELOC Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of mortgage loans similar to the HELOC Mortgage Loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the HELOC Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Insurer and the Rating Agencies andAgencies. Any annual independent public accountants' report furnished pursuant to this Section 3.17 shall be in such form as shall permit such report to be filed with the Securities and Exchange Commission as part of the Issuer's annual report on Form 10-K filed pursuant to the Securities Exchange Act of 1934, as requiredamended, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized no such annual independent public accountants (who may also render other services to the Servicer accountant's report shall contain any language restricting, limiting or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that prohibiting such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing use of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findingssuch report.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2004, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2004, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. Not later than the last day of the fifth month (aas of the Closing Date, __________) On or before June 30 subsequent to the end of each the Master Servicer's fiscal year, beginning with June 30the Master Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, furnish a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, statement to the Trustee, [the Rating Agencies and, as required, any Enhancement Provider Certificate Insurer,] _______ and _______ to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of an examination of certain documents and records relating to the servicing of the mortgage loans being serviced by the Master Servicer under pooling and servicing agreements similar to this Agreement (which agreements shall be described in a schedule to such comparisonstatement), conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such accountants are firm is of the opinion that such amounts servicing has been conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers and that such examination has disclosed no exceptions or errors relating to the servicing activities of the Master Servicer (including servicing of Mortgage Loans subject to this Agreement) that, in the opinion of such firm, are in agreementmaterial, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such reportstatement. A copy The first such statement shall be delivered in _______ 20__. Copies of such report statement shall, upon request, be provided to Certificateholders by the Master Servicer, or by the Trustee at the Master Servicer's expense if the Master Servicer shall fail to provide such copies. For purposes of such statement, such firm may be obtained conclusively presume that any pooling and servicing agreement which governs mortgage pass-through certificates offered by the Depositor (or any Investor Certificateholder predecessor or Certificate Owner successor thereto) in a registration statement under the Securities Act of 1933, as amended, is similar to this Agreement, unless such other pooling and servicing agreement expressly states otherwise. In the event such firm requires the Trustee to agree to the procedures performed by a request such firm, the Master Servicer shall direct the Trustee in writing to agree; it being understood and agreed that the Trustee addressed to will deliver such letter of agreement in conclusive reliance upon the Corporate Trust Office. (b) On direction of the Master Servicer, and the Trustee shall not make any independent inquiry or before June 30 of each yearinvestigation as to, beginning with June 30, 2002and shall have no obligation or liability in respect of, the Servicer shall cause a firm sufficiency, validity or correctness of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnishsuch procedures. Delivery of such reports, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms information and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report documents to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal yearis for informational purposes only, and has reported the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Master Servicer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on the findingsOfficer's Certificates).

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2005, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2005, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Bond Insurer and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June April 30 of each calendar year, beginning with June April 30, 20022000, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, furnish a report prepared in accordance with standards established by (which report shall cover the American Institute period from December 31 of Certified Public Accountants and, accordingly, the prior calendar year to and including such procedures as they considered necessary in December 31 of the circumstances, current calendar year) to the Trustee, the Rating Agencies and, as required, any each Enhancement Provider and each Rating Agency to the effect that, in their opinion, that they have applied certain procedures agreed upon with the monthly Servicer and reviewed certain documents and records relating to the servicing of Receivables with respect to the Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity compliance with the terms and conditions set forth in Section 3.4(cSections 3.04, 3.05, 4.02, 4.03, 4.04, 4.06, ------------- ---- ---- ---- ---- ---- 4.07 and 12.01 of this Agreement (including any Supplement amending or ---- ----- superseding those Sections with respect to a Series). Such procedures will , which report shall include comparisons all findings of such accountants. (b) On or before April 30 of each calendar year, beginning with April 30, 2000, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor), or other Person acceptable to each Control Party, to furnish a report to the Trustee and each Enhancement Provider to the effect that they have compared the mathematical calculations of each amount set forth in the monthly Servicer's Certificates Settlement Statements forwarded by the Servicer pursuant to Section 3.4(c3.04(c) --------------- during the period covered by such report (which shall be the period from December 31 of the prior calendar year to and including December 31 of the current calendar year) with the Servicer's computer reports that which were the source of such amounts, amounts and such report shall state that, that on the basis of such comparison, such accountants are of the opinion have found that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such reportstatement. A The Servicer shall promptly forward a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgency. (c) On or before June 30 In the event such independent public accountants require the Trustee to agree to the procedures to be performed by such firm in any of each year, beginning with June 30, 2002the reports required to be prepared pursuant to this Section 3.06, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services direct ------------ the Trustee, in writing to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to so agree; it being understood and agreed that the Trustee to will deliver such letter of agreement in conclusive reliance upon the effect that such firm has applied certain procedures agreed upon with direction of the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal yearServicer, and the Trustee has reported on not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the findingssufficiency, validity or correctness of such procedures.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2005, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2005, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Bond Insurer and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing March 2003, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing March 2003, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediate upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 15 of each year, beginning with June 30, 2002commencing in March 2005, the Servicer RMBS Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants which is a member of the American Institute of Certified Public Accountants and which is Deloitte & Touche LLP (who may also render other services or a successor thereof) to furnish a statement to the RMBS Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the RMBS Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the RMBS Master Servicer was not in compliance with this Agreement, including Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 15 of each year, commencing in March 2005, the RMBS Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the RMBS Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the RMBS Master Servicer or such Subservicer which includes an assertion that the RMBS Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the RMBS Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed and the Rating Agencies. Any annual independent public accountants' report furnished pursuant to this Section 3.17 shall be in such form as shall permit such report to be filed with the Securities and Exchange Commission as part of the Issuer's annual report on Form 10-K filed pursuant to the Corporate Trust Office. (b) On or before June 30 Securities Exchange Act of each year1934, beginning with June 30as amended, 2002, the Servicer shall cause a firm of nationally recognized and no such annual independent public accountants (who may also render other services to the Servicer accountant's report shall contain any language restricting, limiting or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination prohibiting such use of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreementsuch report. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2003, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2003, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Bond Insurer and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30, 2002commencing in December 1998, the Servicer Master Servicer, at its expense, shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing in December 1998, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 March 15th of each yearyear beginning March 1, beginning with June 30, 20022008, the Servicer Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, which is a report prepared in accordance with standards established by member of the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, to furnish a statement to the Trustee, the Rating Agencies and, as required, any Enhancement Provider Owner to the effect that, in their opinion, that such firm has examined certain documents and records relating to the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons ’s servicing of mortgage loans of the mathematical calculations of each amount set forth in same type as the monthly Servicer's Certificates forwarded by the Servicer Mortgage Loans pursuant to Section 3.4(c) during servicing agreements substantially similar to this Agreement, which agreements may include this Agreement (such statement to have attached thereto a schedule setting forth the period agreements covered by such report with the Servicer's computer reports that were the source of such amountsthereby), and such report shall state that, on the basis of such comparisonexamination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such accountants are firm is of the opinion that such amounts are the Servicer’s overall servicing operations have been conducted in agreement, compliance with the Uniform Single Attestation Program for Mortgage Bankers except for such exceptions as they believe that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers requires it to be immaterial and report, in which case such other exceptions as shall be set forth in such reportstatement. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 March 15th of each yearyear beginning March 1, beginning with June 30, 20022008, the Servicer Servicer, at its expense, shall cause a nationally recognized firm of nationally recognized independent certified public accountants which is a member of the American Institute of Certified Public Accountants to furnish its Statement of Auditing Standards (who may also render other services “SAS”) 70 Report (Report on the Processing of Transactions by Service Organizations) to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect Owner that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that has been prepared by such firm has applied certain procedures agreed upon with for the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findingsServicer’s mortgage operations.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30, 2002commencing December 2000, the Servicer Master Servicer, at its expense, shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 2000, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Master Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeBond Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are Deloitte & Touche LLP (who may also render other services or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm’s examination of the Master Servicer’s financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2006, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Bond Insurer and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm’s examination of the Master Servicer’s financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2006, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Bond Insurer and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after the last day of each yearfiscal year of the Master Servicer, beginning with June 30currently November, commencing November 2002, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent Independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report prepared in accordance with standards established by are members of the American Institute of Certified Public Accountants andto furnish a statement to the Master Servicer, accordingly, including such procedures as they considered necessary in the circumstances, which will be provided to the Trustee, the Certificate Insurer and the Rating Agencies and, as required, any Enhancement Provider Agency to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity connection with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicerfirm's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Master Servicer's Certificatesoverall servicing activities for such fiscal year conducted in accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers, nothing came to their attention that caused them to believe indicated that the Master Servicer failed was not in compliance with Sections 3.07, 3.15, 4.01, 4.02 and 4.03 except for (i) such exceptions as such firm believes to comply with the terms be immaterial and conditions (ii) such other exceptions as are set forth in Sections 3.2, 3.4(c), 4.1 such statement. In connection with the engagement to deliver any such report (or other accountants' report or certificate hereunder) the Trustee is authorized and 8.8 of this Agreementdirected to enter into such agreed-upon-procedures or engagement letter as such accountants may request and shall be indemnified hereunder in so doing. (cb) On or before June 30 Within 120 days after the last day of the fiscal year of each yearSub-Servicer or a Master Servicer other than EMC or the Trustee, beginning commencing with June 30, the fiscal year ending in 2002, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report furnish to the Trustee to the effect that most recently available letter or letters from one or more firms of Independent certified public accountants who are members of the American Institute of Certified Public Accountants reporting the results of such firm has applied certain firm's examination of the servicing activities and procedures agreed upon of any Sub-Servicer and any Master Servicer (other than EMC or the Trustee) in accordance with the Servicer to certain documents and records relating to requirements of the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal yearUniform Single Attestation Program for Mortgage Bankers, and has reported on the findingsor such other program as may be certified as being comparable by such accountants.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 75 days after December 31 of each year, beginning with June 30, 2002in 200[ ], the Servicer Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants to furnish a statement to the Servicer, which will be provided to the Trustee, and the Rating Agencies, to the effect that, in connection with the firm’s examination of the Servicer’s financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (who may also render i) such exceptions as such firm believes to be immaterial and (ii) such other services exceptions as are set forth in such statement. (b) Within 75 days after December 31 of each year, beginning in 200[ ], the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of residential mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons Immediately upon receipt of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by such report, the Servicer pursuant shall or shall cause each Subservicer to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2005, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 22 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer HELOC Back-Up Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants which is a member of the American Institute of Certified Public Accountants and which is Pricewaterhouse Coopers LLP (who may also render other services or a successor thereof) to furnish a statement to the HELOC Back-Up Servicer, which will be provided to the Depositor, the Securities Administrator, the Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the HELOC Back-Up Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the HELOC Back-Up Servicer or was not in compliance with this Agreement, except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 22 of each year, commencing in March 2006, the Transferor) HELOC Back-Up Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish, as provided in Section 13.5, furnish to the HELOC Back-Up Servicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the HELOC Back-Up Servicer which includes an assertion that the HELOC Back-Up Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of mortgage loans similar to the HELOC Mortgage Loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the HELOC Back-Up Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed Depositor, the Securities Administrator, the Insurer and the Rating Agencies. Any annual independent public accountants' report furnished pursuant to this Section 4.03 shall be in such form as shall permit such report to be filed with the Securities and Exchange Commission as part of the Issuer's annual report on Form 10-K filed pursuant to the Corporate Trust Office. (b) On or before June 30 Securities Exchange Act of each year1934, beginning with June 30as amended, 2002, the Servicer shall cause a firm of nationally recognized and no such annual independent public accountants (who may also render other services to the Servicer accountant's report shall contain any language restricting, limiting or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination prohibiting such use of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreementsuch report. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Not later than the last day of each the fifth month subsequent to the end of the Servicer's fiscal year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, furnish a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, statement to the Trustee, the Rating Agencies andCertificate Insurer, as required, any Enhancement Provider S&P and Xxxxx'x to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of an examination of certain documents and records relating to the servicing of the mortgage loans being serviced by the Servicer under pooling and servicing agreements similar to this Agreement (which agreements shall be described in a schedule to such comparisonstatement), conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such accountants are firm is of the opinion that such amounts servicing has been conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers and that such examination has disclosed no exceptions or errors relating to the servicing activities of the Servicer (including servicing of Mortgage Loans subject to this Agreement) that, in the opinion of such firm, are in agreementmaterial, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such reportstatement. A copy The first such statement shall be delivered in _________. Copies of such report may statement shall, upon request, be obtained provided to Certificateholders by any Investor Certificateholder the Servicer, or Certificate Owner by a request in writing to the Trustee addressed to at the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, Servicer's expense if the Servicer shall cause fail to provide such copies. For purposes of such statement, such firm may conclusively presume that any pooling and servicing agreement which governs mortgage pass-through certificates offered by the Depositor (or any predecessor or successor thereto) in a firm registration statement under the Securities Act of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish1933, as provided in Section 13.5amended, a report is similar to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render unless such other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration pooling and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findingsagreement expressly states otherwise.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 of each calendar year, beginning with June 30, 20021998, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided specified in Section 13.5, a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures or examination as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and the Persons, if any, specified in any Supplement with respect to each class of Investor Certificates of any then outstanding Series which is not assigned a rating by any Rating Agency, and, as requiredmay be required by any Series Supplement, any Enhancement Provider to the effect that, such firm has applied certain procedures to certain documents and records relating to the servicing of the Accounts, compared the information contained in their opinion, the monthly Servicer's Certificates certificates issued during the period covered by the report (which shall be with such documents and records and that, based upon such procedures or examination, no matters came to the preceding Fiscal Year) are, attention of such accountants that caused them to believe that such servicing was not conducted in all material respects, in conformity with the terms Section 3.4(c), except for such exceptions as such accountants believe to be immaterial and conditions such other exceptions as shall be set forth in Section 3.4(c)such report. Such procedures or examination will include comparisons of the mathematical calculations of each amount set forth contained in the monthly Monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreementconsistent, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to (i) the Trustee addressed directed to the Corporate Trust OfficeTrustee's address specified in Section 13.5 hereof or (ii) the Servicer at the Servicer's address specified in such Section 13.5. (b) On or before June 30 of each calendar year, beginning with June 30, 20021998, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided specified in Section 13.5, a report to the Trustee, the Rating Agencies and the Persons, if any, specified in any Supplement with respect to each class of Investor Certificates of any then outstanding Series which is not assigned a rating by any Rating Agency, and, as requiredmay be required by any Series Supplement, any Enhancement Provider Provider, to the effect that in connection with their examination of the monthly Monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in provisions of Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Servicer shall cause direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a firm of nationally recognized independent public accountants request in writing to (who may also render other services i) the Trustee directed to the Servicer or the Transferor) to furnish, as provided Trustee's address specified in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with 13.5 hereof or (ii) the Servicer to certain documents and records relating to at the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findingsServicer's address specified in such Section 13.5.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Not later than the last day of each the fifth month subsequent to the end of the Servicer's fiscal year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, furnish a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, statement to the Trustee, the Rating Agencies andCertificate Insurer, as required, any Enhancement Provider S&P and Xxxxx'x to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of an examination of certain documents and records relating to the servicing of the mortgage loans being serviced by the Servicer under pooling and servicing agreements similar to this Agreement (which agreements shall be described in a schedule to such comparisonstatement), conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such accountants are firm is of the opinion that such amounts servicing has been conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers and that such examination has disclosed no exceptions or errors relating to the servicing activities of the Servicer (including servicing of Mortgage Loans subject to this Agreement) that, in the opinion of such firm, are in agreementmaterial, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such reportstatement. A copy The first such statement shall be delivered in May 1998. Copies of such report may statement shall, upon request, be obtained provided to Certificateholders by any Investor Certificateholder the Servicer, or Certificate Owner by a request in writing to the Trustee addressed to at the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, Servicer's expense if the Servicer shall cause fail to provide such copies. For purposes of such statement, such firm may conclusively presume that any pooling and servicing agreement which governs mortgage pass-through certificates offered by the Depositor (or any predecessor or successor thereto) in a firm registration statement under the Securities Act of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish1933, as provided in Section 13.5amended, a report is similar to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render unless such other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration pooling and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findingsagreement expressly states otherwise.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2005, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are Deloitte & Touche LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2005, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing March 2003, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing March 2003, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 90 days after December 31 of each year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and are otherwise acceptable to the Bond Insurer to furnish a statement to the Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (who may also render i) such exceptions as such firm believes to be immaterial and (ii) such other services exceptions as are set forth in such statement. (b) Within 90 days after December 31 of each year, the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeBond Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 90 days after December 31 of each year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants to furnish a statement to the Servicer, which will be provided to the Trustee, and the Rating Agencies, to the effect that, in connection with the firm’s examination of the Servicer’s financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (who may also render i) such exceptions as such firm believes to be immaterial and (ii) such other services exceptions as are set forth in such statement. (b) Within 90 days after December 31 of each year, the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons Immediately upon receipt of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by such report, the Servicer pursuant shall or shall cause each Subservicer to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. Annual Federal Tax Lien Search; Quarterly Re- underwriting. (a) On or before June 30 of each year, beginning with June 30, 2002, the Servicer at its expense shall cause a firm of nationally recognized independent public accountants Independent Public Accounts (who may also render and deliver other services to the Servicer or the Transferorand its Affiliates) to furnishprepare a statement to Back-up Servicer, Trustee, Certificateholders, Bond Insurer and Rating Agencies dated as provided in Section 13.5of June 30, a report prepared in accordance with standards established by the American Institute 1998, and annually as of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstanceseach June 30 thereafter, to the Trusteeeffect that the Independent Public Accountants have examined the Servicing Procedures, manuals, guides and records of Servicer, and the Rating Agencies and, as required, any Enhancement Provider accounts and records of Servicer relating to the effect thatLease Contracts and the Lease Files (which procedures, manuals, guides and records shall be described in their opinionone or more schedules to such statement), that such Independent Public Accountants have compared the monthly Servicer's Certificates issued during information contained in the period covered by Monthly Statements delivered in the prior twelve months (except for the initial report (which shall be for the preceding Fiscal Yearperiod from the Initial Closing Date to June 30, 1998) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth information contained in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by accounts and records for such report with the Servicer's computer reports that were the source of such amountsperiod, and such report shall state that, on the basis of such examination and comparison, nothing has come to the Independent Public Accountant's attention to indicate that Servicer has not, during the relevant period, serviced the Lease Contracts in compliance with such accountants are Servicing Procedures, manuals and guides and in the same manner required by Servicer's standards and with the same degree of the opinion skill and care consistent with that which Servicer customarily exercises with respect to similar contracts owned by it and otherwise in compliance with this Agreement, that such amounts are accounts and records have not been maintained in agreementaccordance with the Principal Agreements, that the information contained in the Monthly Statements does not reconcile with the information contained in the accounts and records or that such certificates, accounts and records have not been properly prepared and maintained in all material respects or in accordance with the requirements of this Agreement, except in each case for (a) such exceptions as they the Independent Public Accountant shall believe to be immaterial and (b) such other exceptions as shall be set forth in such reportstatement. A On or before September 30 of each year, commencing on September 30, 1997, Servicer shall deliver to Back-up Servicer, Trustee, Certificateholders and Bond Insurer a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Officestatement. (b) On Promptly after the end of Servicer's fiscal year, Servicer, at its expense, shall cause a search of any and all federal tax liens against the affiliated group of which Seller and Rockford are members within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the "Affiliated Group") as of the end of such fiscal year to be conducted and shall deliver to Back-up Servicer, Trustee, Bond Insurer and Certificateholders on or before June 30 July 31 of each year, beginning with June 30commencing July 31, 20021997, an Officer's Certificate signed by a Servicing Officer (i) stating that there are no outstanding federal tax liens filed against any member of the Affiliated Group or (ii) listing the outstanding federal tax liens filed against any member of such Affiliated Group. In the event any such certificate shall disclose any such federal tax liens, Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnishpromptly thereafter, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, satisfy any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreementsuch federal tax liens. (c) On or before June 30 of each yearIn accordance with the schedule set forth in the next succeeding sentence, beginning with June 30, 2002, the Servicer shall cause Independent Public Accountants or other Persons acceptable to Bond Insurer to (1) re-underwrite a firm 10% sample (or, at Seller's option, a sample size that will allow for a 99% confidence level or such smaller sample as consented to by Bond Insurer in writing) of nationally recognized independent public accountants (who may also render other services Lease Contracts conveyed to the Trust since the prior re-underwriting review and (2) contact the related Lessee and confirm in writing such Lessee's lease obligations. Servicer or shall cause the Transferorforegoing (collectively, a "Review") to furnishoccur (i) monthly until the earlier to occur of (A) October 1997 or (B) the month preceding the month in which the Initial Aggregate Certificate Principal Balance exceeds $30,000,000; (ii) thereafter, during each month in which the Initial Aggregate Certificate Principal Balance has increased by at least $20,000,000 since the immediately preceding Review, until such time as provided in Section 13.5the Initial Aggregate Certificate Principal Balance exceeds $75,000,000; (iii) thereafter, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findingssemi-annually.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 90 days after December 31 of each year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and are otherwise acceptable to the Bond Insurer to furnish a statement to the Servicer, which will be provided to the Bond Administrator, the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (who may also render i) such exceptions as such firm believes to be immaterial and (ii) such other services exceptions as are set forth in such statement. (a) Within 90 days after December 31 of each year, the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Bond Administrator, the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeBond Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30commencing December, 20021997, the Servicer Master Servicer, at its expense, shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG Peat Marwick LLP (or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 1997, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Master Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeBond Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30, commencing December 2002, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 2002, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30commencing March 2004 the Master Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing March 2004 the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediate upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants and who are either KPMG Peat Marwick LLP (or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeBond Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30commencing December, 20021998, the Servicer Master Servicer, at its expense, shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 1998, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June September 30 of each year, beginning with June September 30, 20022000, the Servicer at its expense shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the TransferorServicer) to furnish, as provided in Section 13.5, furnish a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Back-up Servicer, the Certificate Insurer and each Rating Agencies and, as required, any Enhancement Provider Agency to the effect that, in their opinion, that such firm has examined certain documents and records (including the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded Servicer Remittance Reports delivered by the Servicer pursuant to Section 3.4(c) during the period covered by such report reports) relating to the servicing activities of the Servicer (which would include servicing of Mortgage Loans under this Agreement) for the period covered by such report, and that such examination (which will have been conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers to the extent that the procedures in such audit guide are applicable to the servicing obligations set forth in this Agreement), has disclosed no exceptions or errors in records relating to the servicing activities of the Servicer's computer reports that were , including servicing of Mortgage Loans subject to this Agreement, that, in the source opinion of such amountsfirm, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreementmaterial, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each yearThe Servicer, beginning with June 30at its expense, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the TransferorServicer) to furnish, as provided in Section 13.5, furnish a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider Certificate Insurer and to Banc of America Securities LLC to the effect extent that in connection such persons have agreed the procedures to be employed with their examination of the monthly Servicer's Certificatessuch accountants, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with obtained copies of records of the Servicer and the Trustee relating to the calculation of (i) amounts remitted by the Servicer to certain documents either the Collection Account or the Certificate Account as Monthly Advances, Servicing Advances and records relating Compensating Interest and (ii) amounts withdrawn or transferred from either such account as reimbursements in respect of previously unreimbursed Monthly Advances or Servicing Advances for the period covered by such report. In such report, such accountants shall state that they have performed the procedures described in such report, which procedures shall be substantially in accordance with those procedures listed in Exhibit O hereto. Such report shall state the findings of such accountants pursuant to such procedures. Such report shall be furnished on or before August 31, 2000 for the period ending June 30, 2000. Thereafter, such report shall be provided on a semi-annual basis unless and except to the administration and servicing extent that such accountants report that in connection with the examination performed under Section 3.10(a) hereto or their examination of Accounts under this Agreement and any Supplement the Servicer's financial statements nothing has come to their attention to indicate that the Servicer is not in material compliance with Section 3.08 hereto as it relates to the payment of Compensating Interest by the Servicer or Section 5.02 hereto during the preceding fiscal year, and has reported on the findingsperiod covered by such examination.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm(s examination of the Master Servicer(s financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2006, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2004, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2004, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Bond Insurer and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 March 31 of each calendar year, beginning with June 30March 31, 20021994, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, furnish a report prepared in accordance with standards established by (which report shall cover the American Institute period from January 1 to and including December 31 of Certified Public Accountants andthe prior calendar year or for the report due March 31, accordingly1994 from the Initial Closing Date to December 31, including such procedures as they considered necessary in the circumstances, 1993) to the Trustee, the each Rating Agencies and, as required, Agency and any Enhancement Provider to the effect that they have applied certain procedures agreed upon with the Servicer and examined certain documents and records relating to the servicing of Accounts under this Agreement, and that, in their opinionbased upon such agreed- upon procedures, nothing has come to the attention of such accountants that caused them to believe the servicing (including, without limitation, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Yearallocation of Collections) are, has not been conducted in all material respects, in conformity compliance with the terms and conditions set forth in Section 3.4(c)Sections 3.01, 3.04, 3.05, 3.09 and 12.01 and Article IV and any Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such In addition, each report shall set forth the agreed upon procedures will include comparisons performed. A copy of such report may be obtained by any Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before March 31 of each calendar year, beginning with March 31, 1994, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish a report to the Trustee, each Rating Agency and any Enhancement Provider to the effect that they have compared the mathematical calculations of each amount set forth in the monthly Servicer's Certificates certificates forwarded by the Servicer pursuant to Section 3.4(c3.04(b) during the period covered by such report (which shall be the period from January 1 to and including December 31 of the prior calendar year or for the calendar year ending December 31, 1993 from the Initial Closing Date to December 31, 1993) with the Servicer's computer reports that which were the source of such amounts, amounts and such report shall state that, that on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such reportstatement. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2005, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are Deloitte & Touche LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with this Agreement, including Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2005, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed and the Rating Agencies. Any annual independent public accountants' report furnished pursuant to this Section 3.17 shall be in such form as shall permit such report to be filed with the Securities and Exchange Commission as part of the Issuer's annual report on Form 10-K filed pursuant to the Corporate Trust Office. (b) On or before June 30 Securities Exchange Act of each year1934, beginning with June 30as amended, 2002, the Servicer shall cause a firm of nationally recognized and no such annual independent public accountants (who may also render other services to the Servicer accountant's report shall contain any language restricting, limiting or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination prohibiting such use of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreementsuch report. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. Annual Federal Tax Lien Search. ------------------------------ (a) On or before June 30 of each year, beginning with June 30, 2002, the Servicer at its expense shall cause a firm of nationally recognized independent public accountants Independent Public Accounts (who may also render and deliver other services to the Servicer or the Transferorand its Affiliates) to furnishprepare a statement to Back-up Servicer, Trustee, Certificateholders, Bond Insurer and Rating Agencies dated as provided in Section 13.5of June 30, a report prepared in accordance with standards established by the American Institute 1998, and annually as of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstanceseach June 30 thereafter, to the Trusteeeffect that the Independent Public Accountants have examined the Servicing Procedures, manuals, guides and records of Servicer, and the Rating Agencies and, as required, any Enhancement Provider accounts and records of Servicer relating to the effect thatLease Contracts and the Lease Files (which procedures, manuals, guides and records shall be described in their opinionone or more schedules to such statement), that such Independent Public Accountants have compared the monthly Servicer's Certificates issued during information contained in the period covered by Monthly Statements delivered in the prior twelve months (except for the initial report (which shall be for the preceding Fiscal Yearperiod from the Initial Closing Date to June 30, 1998) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth information contained in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by accounts and records for such report with the Servicer's computer reports that were the source of such amountsperiod, and such report shall state that, on the basis of such examination and comparison, nothing has come to the Independent Public Accountant's attention to indicate that Servicer has not, during the relevant period, serviced the Lease Contracts in compliance with such accountants are Servicing Procedures, manuals and guides and in the same manner required by Servicer's standards and with the same degree of the opinion skill and care consistent with that which Servicer customarily exercises with respect to similar contracts owned by it and otherwise in compliance with this Agreement, that such amounts are accounts and records have not been maintained in agreementaccordance with the Principal Agreements, that the information contained in the Monthly Statements does not reconcile with the information contained in the accounts and records or that such certificates, accounts and records have not been properly prepared and maintained in all material respects or in accordance with the requirements of this Agreement, except in each case for (a) such exceptions as they the Independent Public Accountant shall believe to be immaterial and (b) such other exceptions as shall be set forth in such reportstatement. A On or before September 30 of each year, commencing on September 30, 1997, Servicer shall deliver to Back-up Servicer, Trustee, Certificateholders and Bond Insurer a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Officestatement. (b) On Promptly after the end of Servicer's fiscal year, Servicer, at its expense, shall cause a search of any and all federal tax liens against the affiliated group of which Seller and Rockford are members within the meaning of Section 1504 of the Internal Revenue Code (the "Affiliated Group") as of the end ---------------- of such fiscal year to be conducted and shall deliver to Back-up Servicer, Trustee, Bond Insurer and Certificateholders on or before June 30 July 31st of each year, beginning with June 30commencing July 31, 20021998, an Officer's Certificate signed by a Servicing Officer (i) stating that there are no outstanding federal tax liens filed against any member of the Affiliated Group or (ii) listing the outstanding federal tax liens filed against any member of such Affiliated Group. In the event any such certificate shall disclose any such federal tax liens, Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnishpromptly thereafter, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, satisfy any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreementsuch federal tax liens. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 90 days after December 31 of each year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and are otherwise acceptable to the Bond Insurer to furnish a statement to the Servicer, which will be provided to the Bond Administrator, the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (who may also render i) such exceptions as such firm believes to be immaterial and (ii) such other services exceptions as are set forth in such statement. (b) Within 90 days after December 31 of each year, the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Bond Administrator, the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeBond Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30, 2002commencing December 2001, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof), to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 2001, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants and who are either (or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeBond Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. Not later than the last day of the third month (aas of the Closing Date, March 31, 2000) On or before June 30 subsequent to the end of each the Servicer's fiscal year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the TransferorServicer) to furnish, as provided in Section 13.5, furnish a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, statement to the Trustee, the Rating Agencies andCertificate Insurer, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of an examination of certain documents and records relating to the servicing of the mortgage loans being serviced by the Servicer under pooling and servicing agreements similar to this Agreement (which agreements shall be described in a schedule to such comparisonstatement) during the preceding year (or such longer period from the Closing Date to the end of the following calendar year), conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such accountants are firm is of the opinion that such amounts servicing has been conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers and that such examination has disclosed no exceptions or errors relating to the servicing activities of the Servicer (including servicing of Loans subject to this Agreement) that, in the opinion of such firm, are in agreementmaterial, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such reportstatement. A copy The first such statement shall be delivered on March 31, 2000. Copies of such report statement shall, upon request, be provided to Certificateholders by the Servicer, or by the Trustee at the Servicer's expense if the Servicer shall fail to provide such copies. For purposes of such statement, such firm may be obtained conclusively presume that any pooling and servicing agreement which governs asset-backed pass-through certificates offered by the Depositor (or any Investor Certificateholder predecessor or Certificate Owner by successor thereto) in a request in writing registration statement under the Securities Act of 1933, as amended, is similar to this Agreement, unless such other pooling and servicing agreement expressly states otherwise. In the event such firm requires the Trustee to agree to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002procedures performed by such firm, the Servicer shall cause a firm direct the Trustee in writing to agree; it being understood and agreed that the Trustee will deliver such letter of nationally recognized agreement in conclusive reliance upon the direction of the Servicer, and the Trustee shall not make any independent public accountants (who may also render other services to the Servicer inquiry or the Transferor) to furnishinvestigation as to, as provided and shall have no obligation or liability in Section 13.5, a report to the Trusteerespect of, the Rating Agencies andsufficiency, as requiredvalidity or correctness of such procedures. Delivery of such reports, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms information and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report documents to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal yearis for informational purposes only, and has reported the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Servicer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on the findingsOfficer's Certificates).

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30commencing December, 20021997, the Servicer Master Servicer, at its expense, shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 1997, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 90 days after December 31 of each year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants to furnish a statement to the Servicer, which will be provided to the Trustee, and the Rating Agencies, to the effect that, in connection with the firm's examination of the Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (who may also render i) such exceptions as such firm believes to be immaterial and (ii) such other services exceptions as are set forth in such statement. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Company shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) Within 90 days after December 31 of each year, the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons Immediately upon receipt of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by such report, the Servicer pursuant shall or shall cause each Subservicer to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002Certificate Administrator, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, Trustee and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30, 2002commencing December 2001, the Servicer Master Servicer, at its expense, shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (or a successor thereof), to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 2001, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30commencing December, 20021998, the Servicer Master Servicer, at its expense, shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 1998, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer shall Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (who may also render other services or a successor thereof) or are otherwise acceptable to the Bond Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2006, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Indenture Trustee, the Bond Insurer and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30, 2002commencing December 2001, the Servicer Master Servicer, at its expense, shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants and who are KPMG LLP (or a successor thereof), to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such fur believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 120 days after December 31 of each year, commencing December 2001, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 15 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants which is a member of American Institute of Certified Public Accountants and which is Deloitte & Touche LLP (who may also render or a successor thereof) to furnish a statement to the Servicer, which will be provided to the Depositor, the Securities Administrator, the Master Servicer and the Rating Agencies, to the effect that, in connection with the firm’s examination of the Servicer’s financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with this Agreement, including Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other services exceptions as are set forth in such statement. (b) No later than March 15 of each year, commencing in March 2006, the Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer which includes an assertion that the Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons Immediately upon receipt of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by such report, the Servicer pursuant shall or shall cause each Subservicer to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed Master Servicer, the Depositor, the Securities Administrator and the Rating Agencies. Any annual independent public accountants’ report furnished pursuant to this Section 3.17 shall be in such form as shall permit such report to be filed with the Securities and Exchange Commission as part of the Issuer’s annual report on Form 10-K filed pursuant to the Corporate Trust Office. (b) On or before June 30 Securities Exchange Act of each year1934, beginning with June 30as amended, 2002, the Servicer shall cause a firm of nationally recognized and no such annual independent public accountants (who may also render other services to the Servicer accountant’s report shall contain any language restricting, limiting or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination prohibiting such use of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreementsuch report. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 1 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer Master Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants who are members of the American Institute of Certified Public Accountants and who are Deloitte & Touche LLP (who may also render other services or a successor thereof) to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee and the Rating Agencies, to the effect that, in connection with the firm’s examination of the Master Servicer’s financial statements as of the end of the preceding calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) No later than March 1 of each year, commencing in March 2006, the Master Servicer, at its expense, shall or shall cause each Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer or the Transferor) to furnish, as provided in Section 13.5, such Subservicer a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer which includes an assertion that the Master Servicer or such Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first and second lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, representation is fairly stated in all material respects, in conformity with the terms subject to such exceptions and conditions set forth in Section 3.4(c)other qualifications that may be appropriate. Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source Immediately upon receipt of such amountsreport, and such report the Master Servicer shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe or shall cause each Subservicer to be immaterial and such other exceptions as shall be set forth in such report. A furnish a copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, and the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this AgreementAgencies. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 March 31 of each calendar year, beginning with June 30, 20021993, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the a Transferor) to furnish, as provided in Section 13.513.05, a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement, and that, based upon such agreed upon procedures such firm will provide a report stating that the servicing was conducted in their opinioncompliance with Article III and IV and Section 8.08 of this Agreement and any Supplement, the monthly Servicer's Certificates issued during the period covered by the report (which except for such exceptions or errors as they believe to be immaterial and such other exceptions as shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in such statement. A copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before March 31 of each calendar year, beginning with 1993 the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or a Transferor) to furnish, as provided in Section 3.4(c). Such procedures will include comparisons of 13.05, a report prepared using generally accepted auditing standards to the Trustee, any Enhancement Provider, as required, and the Rating Agencies to the effect that they have compared the mathematical calculations of each amount set forth in the monthly Servicer's Certificates certificates forwarded by the Servicer pursuant to Section 3.4(csubsection 3.04(c) during the period covered by such report (which shall be the period from January 1 of the preceding calendar year to and including December 31 of such calendar year) with the Servicer's computer reports that which were the source of such amounts, amounts and such report shall state that, that on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such reportstatement. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. Not later than the last day of the fifth month (aas of the Closing Date, May 31st) On or before June 30 subsequent to the end of each the Master Servicer's fiscal year, beginning with June 30the Master Servicer, 2002at its expense, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, furnish a report prepared in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, statement to the Trustee, the Rating Agencies andCertificate Insurer, as required, any Enhancement Provider S&P and Xxxxx'x to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of an examination of certain documents and records relating to the servicing of the mortgage loans being serviced by the Master Servicer under pooling and servicing agreements similar to this Agreement (which agreements shall be described in a schedule to such comparisonstatement), conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such accountants are firm is of the opinion that such amounts servicing has been conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers and that such examination has disclosed no exceptions or errors relating to the servicing activities of the Master Servicer (including servicing of Mortgage Loans subject to this Agreement) that, in the opinion of such firm, are in agreementmaterial, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such reportstatement. A copy The first such statement shall be delivered in May 2000. Copies of such report statement shall, upon request, be provided to Certificateholders by the Master Servicer, or by the Trustee at the Master Servicer's expense if the Master Servicer shall fail to provide such copies. For purposes of such statement, such firm may be obtained conclusively presume that any pooling and servicing agreement which governs mortgage pass-through certificates offered by the Depositor (or any Investor Certificateholder predecessor or Certificate Owner successor thereto) in a registration statement under the Securities Act of 1933, as amended, is similar to this Agreement, unless such other pooling and servicing agreement expressly states otherwise. In the event such firm requires the Trustee to agree to the procedures performed by a request such firm, the Master Servicer shall direct the Trustee in writing to agree; it being understood and agreed that the Trustee addressed to will deliver such letter of agreement in conclusive reliance upon the Corporate Trust Office. (b) On direction of the Master Servicer, and the Trustee shall not make any independent inquiry or before June 30 of each yearinvestigation as to, beginning with June 30, 2002and shall have no obligation or liability in respect of, the Servicer shall cause a firm sufficiency, validity or correctness of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnishsuch procedures. Delivery of such reports, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms information and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report documents to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal yearis for informational purposes only, and has reported the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Master Servicer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on the findingsOfficer's Certificates).

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 120 days after December 31 of each year, beginning with June 30December 31, 20021998, the Servicer Master Servicer, at its expense, shall cause a firm of Independent nationally-recognized certified public accountants who are members of the American Institute of Certified Public Accountants and who are acceptable to the Note Insurer to furnish a statement to the Master Servicer, which will be provided to the Indenture Trustee, the Note Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Master Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Master Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement; provided, however, that for purposes of complying with this Section such a statement furnished to a Subservicer otherwise satisfying the requirements of this Section shall be deemed to satisfy the obligations of the Master Servicer. (b) Within 120 days after December 31 of each year, beginning with December 31, 1998, the Master Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Master Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or such Subservicer, as the case may be, which includes an assertion that the Master Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Master Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeNote Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 Within 90 days after December 31 of each year, beginning with June 30the Servicer, 2002at its expense, the Servicer shall cause a firm of Independent public accountants who are members of the American Institute of Certified Public Accountants and are otherwise acceptable to the Bond Insurer to furnish a statement to the Servicer, which will be provided to the Indenture Trustee, the Bond Insurer and the Rating Agencies, to the effect that, in connection with the firm's examination of the Servicer's financial statements as of the end of such calendar year, nothing came to their attention that indicated that the Servicer was not in compliance with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to be immaterial and (ii) such other exceptions as are set forth in such statement. (b) Within 90 days after December 31 of each year, the Servicer, at its expense, shall, and shall cause each Subservicer to cause, a nationally recognized firm of independent certified public accountants (who may also render other services to furnish to the Servicer or the Transferor) to furnishsuch Subservicer, as provided in Section 13.5the case may be, a report prepared stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer or such Subservicer, as the case may be, which includes an assertion that the Servicer or such Subservicer, as the case may be, has complied with certain minimum mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of first lien conventional single family mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants andAccountants, accordinglysuch representation is fairly stated in all material respects, including subject to such procedures as they considered necessary in exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the circumstances, Servicer shall or shall cause each Subservicer to furnish a copy of such report to the Indenture Trustee, the Rating Agencies and, as required, any Enhancement Provider to and the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust OfficeBond Insurer. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their examination of the monthly Servicer's Certificates, nothing came to their attention that caused them to believe that the Servicer failed to comply with the terms and conditions set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreement. (c) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing of Accounts under this Agreement and any Supplement during the preceding fiscal year, and has reported on the findings.

Annual Independent Public Accountants' Servicing Report. (a) On or before June 30 No later than March 15 of each year, beginning with June 30, 2002commencing in March 2006, the Servicer HELOC Servicer, at its expense, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, which is a report prepared in accordance with standards established by the member of American Institute of Certified Public Accountants and, accordingly, including such procedures as they considered necessary in the circumstances, and which is Deloitte & Touche LLP (or a successor thereof) to furnish a statement to the TrusteeHELOC Servicer, which will be provided to the Depositor, the Insurer, the Securities Administrator and the Rating Agencies andAgencies, as required, any Enhancement Provider to the effect that, in their opinion, the monthly Servicer's Certificates issued during the period covered by the report (which shall be the preceding Fiscal Year) are, in all material respects, in conformity connection with the terms and conditions set forth in Section 3.4(c). Such procedures will include comparisons of the mathematical calculations of each amount set forth in the monthly Servicer's Certificates forwarded by the Servicer pursuant to Section 3.4(c) during the period covered by such report with the Servicer's computer reports that were the source of such amounts, and such report shall state that, on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Investor Certificateholder or Certificate Owner by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) On or before June 30 of each year, beginning with June 30, 2002, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report to the Trustee, the Rating Agencies and, as required, any Enhancement Provider to the effect that in connection with their firm’s examination of the monthly HELOC Servicer's Certificates’s financial statements as of the end of the preceding calendar year, nothing came to their attention that caused them to believe indicated that the HELOC Servicer failed was not in compliance with this Agreement, including Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm believes to comply with the terms be immaterial and conditions (ii) such other exceptions as are set forth in Sections 3.2, 3.4(c), 4.1 and 8.8 of this Agreementsuch statement. (cb) On or before June 30 No later than March 15 of each year, beginning with June 30, 2002commencing in March 2006, the HELOC Servicer, at its expense, shall or shall cause each HELOC Subservicer to cause a nationally recognized firm of independent certified public accountants to furnish to the HELOC Servicer or such HELOC Subservicer a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the HELOC Servicer or such HELOC Subservicer which includes an assertion that the HELOC Servicer or such HELOC Subservicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to residential mortgage loans) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America with respect to the servicing of mortgage loans similar to the HELOC Mortgage Loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the HELOC Servicer shall or shall cause each HELOC Subservicer to furnish a firm copy of nationally recognized independent public accountants (who may also render other services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a such report to the Trustee Depositor, the HELOC Back-Up Servicer, the Insurer, the Securities Administrator and the Rating Agencies. Any annual independent public accountants’ report furnished pursuant to this Section 3.17 shall be in such form as shall permit such report to be filed with the Securities and Exchange Commission as part of the Issuer’s annual report on Form 10-K filed pursuant to the effect that such firm has applied certain procedures agreed upon with the Servicer to certain documents and records relating to the administration and servicing Securities Exchange Act of Accounts under this Agreement and any Supplement during the preceding fiscal year1934, as amended, and has reported on the findingsno such annual independent public accountant’s report shall contain any language restricting, limiting or prohibiting such use of such report.