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

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 and not later than March 1 of each year thereafter, the Master Servicer 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 the Trustee and the Rating Agencies to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s failure to provide such statement).

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 2005 and not later than March 1 of each year thereafter, the Master Servicer 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 the Trustee and Trustee, the Rating Agencies to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s 's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s 's servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s 's expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s 's failure to provide such statement).

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 2005 and not later than March 1 of each year thereafter, the Master Servicer 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 the Trustee and Trustee, the Rating Agencies and the Certificate Insurer to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s 's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s 's servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s 's expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s 's failure to provide such statement).

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1The Seller will use its best efforts to deliver to the Purchaser, 2006 and not later than March 1 of each year thereafterwithin 15 calendar days before the date on which the Purchaser’s annual report on Form 10-K is required to be filed, the Master Servicer 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 the Trustee and the Rating Agencies Purchaser to the effect that, with respect to the preceding calendar year, that such firm has examined certain documents and records relating to the Master Servicer’s Seller's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance accordance with the Uniform Single Attestation Program uniform single attestation program for Mortgage Bankersmortgage bankers, such firm is of the opinion that the Master Servicer’s Seller's servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.146.05, except for (i) such exceptions as such firm shall believe to be immaterial,(iiimmaterial, and (ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to reportstatement. Copies of such statements statement shall be provided to any Certificateholder upon request by the Master Servicer or Seller to the Purchaser. In addition, on an annual basis, upon Purchaser’s request, Seller shall provide Purchaser with copies of its audited financial statements upon execution by Purchaser of an agreement to keep confidential the Trustee at the Master Servicer’s expense if the Master Servicer failed to provide contents of such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s failure to provide such statement)financial statements.

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 and not later than March 1 of each year thereafter, the Master Servicer 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 the Trustee and the Rating Agencies to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s 's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s 's servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s 's expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s 's failure to provide such statement).

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1The Seller will use its best efforts to deliver to the Purchaser, 2006 and not later than March 1 of each year thereafterwithin 15 calendar days before the date on which the Purchaser's annual report on Form 10-K is required to be filed, the Master Servicer 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 the Trustee and the Rating Agencies Purchaser to the effect that, with respect to the preceding calendar year, that such firm has examined certain documents and records relating to the Master Servicer’s Seller's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance accordance with the Uniform Single Attestation Program uniform single attestation program for Mortgage Bankersmortgage bankers, such firm is of the opinion that the Master Servicer’s Seller's servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.146.05, except for (i) such exceptions as such firm shall believe to be immaterial,(iiimmaterial, and (ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to reportstatement. Copies of such statements statement shall be provided to any Certificateholder upon request by the Master Servicer or Seller to the Purchaser. In addition, on an annual basis, upon Purchaser's request, Seller shall provide Purchaser with copies of its audited financial statements upon execution by Purchaser of an agreement to keep confidential the Trustee at the Master Servicer’s expense if the Master Servicer failed to provide contents of such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s failure to provide such statement)financial statements.

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 and not later than March 1 of each year thereafter, the Master Servicer 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 the Trustee Trustee, the Certificate Insurer and the Rating Agencies to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s failure to provide such statement).

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 2005 and not later than March 1 of each year thereafter, the Master Servicer 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 the Trustee and the Rating Agencies to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s 's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s 's servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s 's expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s 's failure to provide such statement).

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 and not later than March 1 of each year thereafter, the Master Servicer 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 statement, in a form acceptable for filing with the Commission on an Exhibit to Form 10-K, to the Trustee Master Servicer, the Securities Administrator and the Rating Agencies Trustee to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master ServicerCompany’s servicing of mortgage loans of the same type as the EMC Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master ServicerCompany’s servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.143.15, except for (i) such exceptions as such firm shall believe to be immaterial,(iiimmaterial, (ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided Prior to the latest date on which the Securities Administrator must file Form 10-K pursuant to Section 4.19, taking into account any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) permitted filing extensions, the Master Servicer shall have failed enforce the obligation of the Company, and the similar obligation of each related Servicer as set forth in the related Servicing Agreement, to provide the Trustee with such statement or (ii) the Trustee shall be unaware of to the Master ServicerServicer the annual independent certified public accountant’s failure to provide such statement)servicing report described in this Section 3.15.

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 and not later than March 1 of each year thereafter, the Master Servicer 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 statement, in a form acceptable for filing with the Commission on an Exhibit to Form 10-K, to the Trustee Master Servicer, the Securities Administrator and the Rating Agencies Trustee to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master ServicerCompany’s servicing of mortgage loans of the same type as the EMC Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master ServicerCompany’s servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(iiimmaterial, (ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided Prior to the latest date on which the Securities Administrator must file Form 10-K pursuant to Section 4.21, taking into account any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) permitted filing extensions, the Master Servicer shall have failed enforce the obligation of the Company, and the similar obligation of each related Servicer as set forth in the related Servicing Agreement, to provide the Trustee with such statement or (ii) the Trustee shall be unaware of to the Master ServicerServicer the annual independent certified public accountant’s failure to provide such statement)servicing report described in this Section 3.14.

Annual Independent Certified Public Accountants’ Servicing Report. Not later than March 1, 2006 2004 and not later than March 1 of each year thereafter, the Master Servicer 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 the Trustee and Trustee, the Rating Agencies and the Certificate Insurer to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s 's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s 's servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s 's expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s 's failure to provide such statement).