Common use of Annual Independent Public Accountants Clause in Contracts

Annual Independent Public Accountants. Servicing Report) of the Master SWSA is amended by deleting the following language thereof: “Except with respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1, of each calendar year, commencing in 2007, the Company, at its expense, shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to each Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans similar in nature and that such firm is of the opinion that the provisions of this or similar agreements have been complied with, and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. By providing Purchaser a copy of a Uniform Single Attestation Program Report from their independent public accountant's on an annual basis, Company shall be considered to have fulfilled its obligations under this Section 6.05.” and inserting in its place: “[RESERVED]” 8. Exhibit C (Contents of Each Custodial Mortgage File, Retained Mortgage File and Servicing File) of the Master SWSA is amended by inserting the following under the heading “With respect to each Retained Mortgage File”:

Annual Independent Public Accountants. Servicing Report) ---------------------------------------------------------------------- Statement; Financial Statements. -------------------------------- On or before 120 days after the end of the Master SWSA is amended by deleting the following language thereof: “Except with respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1, of each calendar Servicer's fiscal year, commencing in 2007with its 2003 fiscal year, the Company, Servicer at its expense, expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to 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 each Purchaser the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans similar in nature and that such firm is of the opinion that the provisions of Loans under this or similar agreements have been complied with, Agreement and that, on the basis of such examination examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage BankersBankers or the Audit Program for Mortgages serviced for FNMA and FHLMC, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, with this Agreement except for (i) such significant exceptions as or errors in records that, in the opinion of such firm shall believe to be immaterialfirm, and (ii) such other exceptions as shall be set forth in such statement. By providing Purchaser a copy of a the Uniform Single Attestation Program Report from their for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC requires it to report. 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 Program for Mortgages serviced for FNMA and FHLMC (rendered within one year of such statement) of independent public accountant's on an annual basis, Company accountants with respect to the related Subservicer. Copies of such statement shall be considered provided by the Trustee to have fulfilled its obligations under this Section 6.05any Certificateholder upon request at the Servicer's expense, provided such statement is delivered by the Servicer to the Trustee.” and inserting in its place: “[RESERVED]” 8. Exhibit C (Contents of Each Custodial Mortgage File, Retained Mortgage File and Servicing File) of the Master SWSA is amended by inserting the following under the heading “With respect to each Retained Mortgage File”:

Annual Independent Public Accountants. Servicing Report) of the Master SWSA is amended by deleting the following language thereof: “Except with respect to any Mortgage Loans that are the subject of a Securitization Transaction, on Statement. On or before March 1, 31st of each calendar yearyear beginning March 31, commencing in 20072000, the Company, Master Servicer at its expense, expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to the Master Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to each Purchaser the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating the Master Servicer's assertion of its compliance with the minimum standards of the Uniform Single Attestation Program for Mortgage Bankers ("USAP"), to the servicing of the mortgage loans similar in nature and that such firm is of the opinion that the provisions of this or similar agreements have been complied with, extent applicable and that, on the basis of such examination examination, conducted substantially in compliance with USAP to the extent applicable, such assertion is fairly stated in all material respects except for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to report. 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 BankersBankers or the Audit Program for Mortgages serviced for FNMA and FHLMC (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. 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 or determinable from information contained therein, nothing has come including the Master Servicer's compliance with any of its covenants hereunder (as to their attention which would indicate that the Trustee is entitled to rely exclusively on an Officer's Certificate). Copies of such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as statement shall be set forth in such statement. By providing Purchaser a copy of a Uniform Single Attestation Program Report from their independent public accountant's on an annual basis, Company shall be considered provided by the Trustee to have fulfilled its obligations under this Section 6.05.” and inserting in its place: “[RESERVED]” 8. Exhibit C (Contents of Each Custodial Mortgage File, Retained Mortgage File and Servicing File) of any Certificateholder upon request at the Master SWSA Servicer's expense, provided such statement is amended delivered by inserting the following under Master Servicer to the heading “With respect to each Retained Mortgage File”:Trustee.

Annual Independent Public Accountants. Servicing Report) of the Master SWSA is amended by deleting the following language thereof: “Except with respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1, . Not later than May 31 of each calendar year, commencing in 20072003, the CompanyMaster Servicer shall deliver or cause to be delivered to the Issuer, at its expensethe Indenture Trustee and, shall cause a firm of independent public accountants which is a member in the case of the American Institute Mortgage Loans assigned to Group I, the Enhancer a report, prepared by the Independent Accountants of Certified Public Accountants to furnish a statement to each Purchaser to the effect Master Servicer, stating that such firm has examined Independent Accountants (i) have conducted an examination of certain documents and records of the Master Servicer (or an appropriate Affiliate thereof) relating to the servicing of the mortgage loans being serviced by the Master Servicer under servicing agreements similar to this Agreement (which agreements shall be described in nature and that a schedule to such firm is of the opinion that the provisions of this or similar agreements have been complied with, and that, on the basis of such examination conducted report) substantially in compliance with as required by the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, Bankers and (ii) did not discover any exceptions or errors relating to the servicing activities of the Master Servicer (including the servicing of Mortgage Loans subject to this Agreement) that, in the opinion of such other Independent Accountants, are material, except for such exceptions as shall be set forth in such statementreport. By providing Purchaser a copy In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee shall deliver such letter of a Uniform Single Attestation Program Report from their independent public accountant's on an annual basis, Company shall be considered to have fulfilled its obligations under this Section 6.05.” and inserting agreement in its place: “[RESERVED]” 8. Exhibit C (Contents of Each Custodial Mortgage File, Retained Mortgage File and Servicing File) conclusive reliance upon the direction of the Master SWSA is amended by inserting Servicer, and the following under Indenture Trustee need not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the heading “With respect to each Retained Mortgage File”:sufficiency, validity or correctness of such procedures.