Common use of Annual Independent Public Accountants' Servicing Statement; Financial Statements Clause in Contracts

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each Servicer's fiscal year, commencing after its 2002 fiscal year, each Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after Not later than the end earlier of (a) March 15th of each Servicer's fiscal yearcalendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, commencing after its 2002 fiscal year15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), each Servicer Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such any Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement (A) in the case of each Servicer, other than WFBNA, to the Depositor and the Trustee and (B) in the Depositor case of WFBNA, to the Trustee, who shall subsequently deliver such statement to the Depositor, to the effect that with respect to such Servicer, such firm has examined certain documents and records relating to the servicing of residential mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In addition, such Servicer shall disclose to such firm all significant deficiencies relating to such Servicer’s compliance with the minimum servicing standards set forth in this Agreement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's ’s expense, provided such statement is delivered by such Servicer to the Trustee. The initial statement required pursuant to this Section 3.18 shall be delivered to the Trustee and the Depositor by each Servicer, no later than March 15, 2005.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each Servicer's fiscal year, commencing after in its 2002 fiscal year, each Servicer the related Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to such Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Servicer's ’s fiscal year, commencing after in its 2002 2003 fiscal year, each Servicer the Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to the Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's ’s expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each Servicer's ’s fiscal year, commencing after in its 2002 2003 fiscal year, each Servicer the related Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to such Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's ’s expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Servicer's fiscal year, commencing after its 2002 2000 fiscal year, each the Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee Trustee, the Certificate Insurer and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Master Servicer's fiscal year, commencing after with its 2002 2001 fiscal year, each if the Master Servicer has, during the course of any fiscal year, directly serviced any Mortgage Loan, then at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Master Servicer, the Seller Depositor, the Trustee or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that that-such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans which under pooling and servicing agreements substantially similar to this Agreement (such Servicer is servicing, including statement to have attached thereto a schedule setting forth the related Mortgage Loans, pooling and servicing agreements covered thereby) and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide Program for HUD Approved Title II Approved Mortgagees Mortgages serviced for Fannie Mae and Loan Correspondent ProgramsFrxxxxx Mxx, nothing such xxxxxxing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, such pooling and servicing agreements except for (a) such significant exceptions as or errors in records that, in the opinion of such firm shall believe to be immaterialfirm, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide Program for HUD Approved Title II Approved Mortgagees Mortgages serviced for Fannie Mae and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect Frxxxxx Mac requixxx xx to the related Subservicerreport. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Master Servicer's expense, provided such statement is delivered by such the Master Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end Not later than March 15th of each calendar year commencing in 2006, the Servicer's fiscal year, commencing after its 2002 fiscal year, each Servicer at its expense expense, shall cause a nationally or regionally recognized firm of independent certified public accountants (who may also render other services to such furnish to the Depositor, the Servicer, the Seller or any affiliate thereofRating Agencies and the Trustee a report stating that (i) which is it has obtained a member letter of representation regarding certain matters from the management of the American Institute of Certified Public Accountants to furnish a statement to Servicer which includes an assertion that the Trustee and the Depositor to the effect that such firm Servicer has examined complied with certain documents and records relating to the minimum residential mortgage loan servicing of mortgage loans which such Servicer is servicingstandards, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially identified in compliance with the Uniform Single Attestation Program for Mortgage Bankers or established by the Audit Guide for HUD Approved Title II Approved Mortgagees Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and Loan Correspondent Programs(ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, nothing has come such representation is fairly stated in all material respects, subject to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to and other qualifications that may be immaterial, and (b) such other exceptions as shall be set forth in such statementappropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs same standards (rendered within one year of such statementreport) of independent public accountants with respect to the related Subservicerthose Subservicers. Copies Promptly after receipt of such statement report, the Depositor shall be provided review such report and, if applicable, consult with the Servicer as to the nature of any defaults by the Trustee Servicer in the fulfillment of any of the Servicer's obligations. The obligations of the Servicer under this Section apply to any Certificateholder upon request the Servicer that serviced during the applicable period, whether or not such Servicer is acting as a Servicer at the related Servicer's expense, provided time such statement report is delivered by such Servicer required to the Trusteebe delivered.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end March 15 of each Servicer's fiscal applicable year, commencing after its 2002 fiscal yearin 2005, each the Servicer at its expense shall cause a nationally or regionally recognized firm of independent Independent public accountants (who may also render other services to such the Servicer, the Seller Depositor or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, under pooling and that, on the basis of such examination, conducted servicing agreements substantially similar in material respects to this Agreement and substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or alternatively, if the Trustee has so elected, the Audit Guide Program for HUD Approved Title II Approved Mortgagees Mortgages serviced for FNMA and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterialFHLMC, and (b) setting forth such other exceptions as shall be set forth firm’s conclusions relating thereto in such statementaccordance with the applicable attestation program or audit program. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicerssubservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide Program for HUD Approved Title II Approved Mortgagees Mortgages serviced for FNMA and Loan Correspondent Programs FHLMC (rendered within one year of such statement) of independent Independent public accountants with respect to the related Subservicersubservicer. Copies of such statement shall be provided by the Trustee to the NIMS Insurer, if any, and to any Certificateholder upon request at the related Servicer's ’s expense, provided such statement is delivered by such the Servicer to the Trustee. Delivery of such statement to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any 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 Officer’s Certificates).

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each Servicer's fiscal year, commencing after in its 2002 2001 fiscal year, each Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to such Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Servicer's fiscal year, commencing after in its 2002 2001 fiscal year, each Servicer the Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to the Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end Not later than March 15th of each Servicer's fiscal year, calendar year commencing after its 2002 fiscal yearin 2006, each Servicer Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent certified public accountants (who may also render other services to such Servicerfurnish to the Depositor, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to Rating Agencies and the Trustee and a report stating that (i) it has obtained a letter of representation regarding certain matters from the Depositor to the effect management of such Servicer which includes an assertion that such firm Servicer has examined complied with certain documents and records relating to the minimum residential mortgage loan servicing of mortgage loans which such Servicer is servicingstandards, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially identified in compliance with the Uniform Single Attestation Program for Mortgage Bankers or established by the Audit Guide for HUD Approved Title II Approved Mortgagees Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and Loan Correspondent Programs(ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, nothing has come such representation is fairly stated in all material respects, subject to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to and other qualifications that may be immaterial, and (b) such other exceptions as shall be set forth in such statementappropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs same standards (rendered within one year of such statementreport) of independent public accountants with respect to the related Subservicerthose Subservicers. Copies Promptly after receipt of such statement report, the Depositor shall be provided review such report and, if applicable, consult with the applicable Servicer as to the nature of any defaults by such Servicer in the Trustee fulfillment of any of such Servicer's obligations. The obligations of a Servicer under this Section apply to any Certificateholder upon request each Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Servicer is acting as a Servicer at the related Servicer's expense, provided time such statement is delivered by such Servicer required to the Trusteebe delivered.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Servicer's fiscal year, commencing after its 2002 2001 fiscal year, each the Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee Trustee, the Certificate Insurer and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Servicer's fiscal year, commencing after in its 2002 fiscal year, each Servicer the Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to the Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each Servicer's fiscal year, commencing after in its 2002 2003 fiscal year, each Servicer the related Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to such Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end April 1 of each Servicer's fiscal calendar year, commencing after its 2002 fiscal in 2003 year, each Servicer the Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to the Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage LoansContracts, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Servicer's ’s fiscal year, commencing after in its 2002 2003 fiscal year, each the Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's ’s expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after If the end Master Servicer has, during the course of each Servicer's fiscal any calendar year, commencing after its 2002 fiscal yeardirectly serviced any of the Mortgage Loans, each then the Master Servicer at its expense shall cause a nationally or regionally recognized firm of independent certified public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee Securities Administrator, the Depositor, the Rating Agencies and the Depositor Seller on or before March 15 of each year, commencing on March 15, 2006 to the effect that that, with respect to the most recently ended fiscal year, such firm has examined certain records and documents and records relating to the Master Servicer’s performance of its servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, obligations under this Agreement and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other and that, on the basis of such examination, examination conducted substantially in compliance with the audit program for mortgages serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, (ii) such other exceptions as are set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect Mortgages Serviced by Xxxxxxx Mac requires it to the related Subservicerreport. Copies of such statement statements shall be provided by the Trustee to any Certificateholder upon request by the Master Servicer, or by the Securities Administrator at the related Servicer's expenseexpense of the Master Servicer if the Master Servicer shall fail to provide such copies. If such report discloses exceptions that are material, provided the Master Servicer shall advise the Trustee whether such statement is delivered by such Servicer exceptions have been or are susceptible of cure, and will take prompt action to the Trusteedo so.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each Servicer's fiscal year, commencing after its 2002 2001 fiscal year, each Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such Servicer to the Trustee.related

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Master Servicer's fiscal year, commencing after with its 2002 fiscal year, each if the Master Servicer has, during the course of any fiscal year, directly serviced any Mortgage Loan, then at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Master Servicer, the Seller Depositor, the Trustee or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that that-such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans which under pooling and servicing agreements substantially similar to this Agreement (such Servicer is servicing, including statement to have attached thereto a schedule setting forth the related Mortgage Loans, pooling and servicing agreements covered thereby) and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide Program for HUD Approved Title II Approved Mortgagees Mortgages serviced for Xxxxxx Xxx and Loan Correspondent ProgramsXxxxxxx Mac, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, such pooling and servicing agreements except for (a) such significant exceptions as or errors in records that, in the opinion of such firm shall believe to be immaterialfirm, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide Program for HUD Approved Title II Approved Mortgagees Mortgages serviced for Xxxxxx Xxx and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect Xxxxxxx Mac requires it to the related Subservicerreport. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Master Servicer's expense, provided such statement is delivered by such the Master Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end Not later than March 15th of each Servicer's fiscal year, calendar year commencing after its 2002 fiscal yearin 2006, each Servicer Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent certified public accountants (who may also render other services to such Servicerfurnish to the Depositor, the Seller or any affiliate thereof) which is a member of Rating Agencies, the American Institute of Certified Public Accountants to furnish a statement to Securities Administrator, the Master Servicer and the Trustee and a report stating that (i) it has obtained a letter of representation regarding certain matters from the Depositor to the effect management of such Servicer which includes an assertion that such firm Servicer has examined complied with certain documents and records relating to the minimum residential mortgage loan servicing of mortgage loans which such Servicer is servicingstandards, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially identified in compliance with the Uniform Single Attestation Program for Mortgage Bankers or established by the Audit Guide for HUD Approved Title II Approved Mortgagees Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and Loan Correspondent Programs(ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, nothing has come such representation is fairly stated in all material respects, subject to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to and other qualifications that may be immaterial, and (b) such other exceptions as shall be set forth in such statementappropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs same standards (rendered within one year of such statementreport) of independent public accountants with respect to the related Subservicerthose Subservicers. Copies Promptly after receipt of such statement report, the Depositor shall be provided review such report and, if applicable, consult with the applicable Servicer as to the nature of any defaults by such Servicer in the Trustee fulfillment of any of such Servicer's obligations. The obligations of a Servicer under this Section apply to any Certificateholder upon request each Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Servicer is acting as a Servicer at the related Servicer's expense, provided time such statement is delivered by such Servicer required to the Trusteebe delivered.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On (a) Not later than March 15th of each calendar year commencing in 2008, the Servicer, the Master Servicer and the Securities Administrator shall deliver, and the Servicer shall cause each Subservicer engaged by the Servicer and the Servicer, the Master Servicer and the Securities Administrator shall cause each Subcontractor utilized by the Servicer (or before 120 days after by any such Subservicer) or the Master Servicer or the Securities Administrator, as applicable, and determined by the Servicer, the Master Servicer or the Securities Administrator, as applicable, pursuant to Section 3.02(e) to be materially "participating in a servicing function" within the meaning of Item 1122 of Regulation AB (in each case, a "Servicing Function Participant"), to deliver, each at its own expense, to the Depositor and the Securities Administrator, a report on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria applicable to it, (B) a statement that such party used the Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such party's assessment of compliance with the applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 8.12, setting forth any material instance of noncompliance with the applicable Servicing Criteria, a discussion of each Servicersuch failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Person's fiscal yearassessment of compliance with the applicable Servicing Criteria as of and for such period. Each such assessment of compliance report shall be signed by an authorized officer of the applicable company, commencing after its 2002 fiscal yearand shall address each of the applicable Servicing Criteria set forth on Exhibit Q hereto, or as set forth in the notification furnished to the Depositor and the Trustee pursuant to Section 3.23(c). The parties to this Agreement acknowledge that where a particular Servicing Criteria has multiple components, each Servicer at its expense shall cause a nationally or regionally recognized firm party's assessment of independent public accountants compliance (who may also render other services and related attestation of compliance) will relate only to those components that are applicable to such party. The Servicer, the Seller Securities Administrator and the Master Servicer hereby acknowledge and agree that their respective assessments of compliance 112 will cover the items identified on Exhibit Q hereto as being covered by such party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Securities Administrator or the Master Servicer as to the nature of any material instance of noncompliance with the Servicing Criteria applicable to it (and each Subservicer or Servicing Function Participant engaged or utilized by the Servicer, such Subservicer, the Master Servicer or the Securities Administrator, as applicable), as the case may be. None of the Servicer, the Securities Administrator or the Master Servicer or any affiliate thereof) which Subservicer or Servicing Function Participant shall be required to cause the delivery of any such assessments if a Form 10-K is a member not required to be filed in respect of the American Institute of Certified Public Accountants to furnish a statement to Trust for the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such Servicer to the Trusteepreceding calendar year.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each Servicer's fiscal year, commencing after in its 2002 fiscal year, the Master Servicer and each Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such Servicer, the any Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee Trust Administrator, and the Depositor and each servicer shall similarly furnish such a statement to the Master Servicer to the effect that (i) with respect to the Master Servicer and each Servicer other than WMMSC, such firm has examined certain documents and records relating to the servicing of mortgage loans which the Master Servicer or such Servicer is servicing, including the related Mortgage 101 Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement and (ii) with respect to WMMSC as servicer of the WMMSC Serviced Mortgage Loans, in connection with the firm's examination of the financial statements as of the previous December 31 of WMMSC's parent corporation (which shall include a limited examination of WMMSC's financial statements), nothing came to their attention that indicated that WMMSC was not in compliance with the terms of this Agreement, except for (a) such exceptions as such firm believes to be immaterial, and (b) such other exceptions as are set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer or the related Servicer's expense, provided such statement is delivered by the Master Servicer or such Servicer to the TrusteeTrust Administrator.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end April 1 of each Servicer's fiscal calendar year, commencing after its in 2002 fiscal year, each Servicer the Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to the Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage LoansContracts, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end Not later than March 15th of each calendar year commencing in 2006, the Servicer's fiscal year, commencing after its 2002 fiscal year, each Servicer at its expense expense, shall cause a nationally or regionally recognized firm of independent certified public accountants (who may also render other services to such furnish to the Depositor, the Master Servicer, the Seller or any affiliate thereofTrust Administrator, the Rating Agencies and the Trustee a report stating that (i) which is it has obtained a member letter of representation regarding certain matters from the management of the American Institute of Certified Public Accountants to furnish a statement to Servicer which includes an assertion that the Trustee and the Depositor to the effect that such firm Servicer has examined complied with certain documents and records relating to the minimum residential mortgage loan servicing of mortgage loans which such Servicer is servicingstandards, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially identified in compliance with the Uniform Single Attestation Program for Mortgage Bankers or established by the Audit Guide for HUD Approved Title II Approved Mortgagees Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and Loan Correspondent Programs(ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, nothing has come such representation is fairly stated in all material respects, subject to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to and other qualifications that may be immaterial, and (b) such other exceptions as shall be set forth in such statementappropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs same standards (rendered within one year of such statementreport) of independent public accountants with respect to the related Subservicerthose Subservicers. Copies Promptly after receipt of such statement report, the Depositor shall be provided review such report and, if applicable, consult with the Servicer as to the nature of any defaults by the Trustee to Servicer in the fulfillment of any Certificateholder upon request at of the related Servicer's expenseobligations. Delivery of such reports, provided such statement is delivered by such Servicer information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from 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 Officer's Certificates).

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each Servicer's fiscal year, commencing after its 2002 2001 fiscal year, each Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of mortgage loans which such Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such Servicer to the Trustee.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end Not later than March 10th of each calendar year commencing in 2005, the Servicer's fiscal year, commencing after its 2002 fiscal year, each Servicer at its expense expense, shall cause a nationally or regionally recognized firm of independent certified public accountants (who may also render other services to such Servicerfurnish to the Depositor, the Seller or any affiliate thereofRating Agencies and the Trustee a report stating that (i) which is it has obtained a member letter of representation regarding certain matters from the management of the American Institute of Certified Public Accountants to furnish a statement to Servicer which includes an assertion that the Trustee and the Depositor to the effect that such firm Servicer has examined complied with certain documents and records relating to the minimum residential mortgage loan servicing of mortgage loans which such Servicer is servicingstandards, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially identified in compliance with the Uniform Single Attestation Program for Mortgage Bankers or established by the Audit Guide for HUD Approved Title II Approved Mortgagees Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and Loan Correspondent Programs(ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, nothing has come such representation is fairly stated in all material respects, subject to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to and other qualifications that may be immaterial, and (b) such other exceptions as shall be set forth in such statementappropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs same standards (rendered within one year of such statementreport) of independent public accountants with respect to the related Subservicerthose Subservicers. Copies Promptly after receipt of such statement report, the Depositor shall be provided review such report and, if applicable, consult with the Servicer as to the nature of any defaults by the Trustee Servicer in the fulfillment of any of the Servicer's obligations. The obligations of the Servicer under this Section apply to any Certificateholder upon request the Servicer that serviced during the applicable period, whether or not such Servicer is acting as a Servicer at the related Servicer's expense, provided time such statement report is delivered by such Servicer required to the Trusteebe delivered.

Annual Independent Public Accountants' Servicing Statement; Financial Statements. On or before 120 days after the end of each the Servicer's fiscal year, commencing after in its 2002 fiscal year, each Servicer the Servicer, at its expense expense, shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to such the Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that with respect to the Servicer, such firm has examined certain documents and records relating to the servicing of mortgage loans which such the Servicer is servicing, including the related Mortgage Loans, and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the related Servicer's expense, provided such statement is delivered by such the Servicer to the Trustee.