Deloitte Clause Samples

Deloitte. Touche LLP will review the characteristics of a sample of the Mortgage Loans described in the Final Mortgage Loan Schedule and will compare those characteristics to the description of the Mortgage Loans contained in the Prospectus Supplement under the captions "Summary of Prospectus Supplement--The Mortgage Loans" and "The Mortgage Pool" and in Schedule A thereto. The Mortgage Loan Seller will cooperate with the Purchaser in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review and to deliver the letters required of them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the caption "Yield On The Certificates" in the Prospectus Supplement.

Deloitte. Touche LLP shall have furnished to the Underwriter a letter, dated as of the related Closing Date, in form and substance satisfactory to the Underwriter, stating in effect that they have performed certain specified procedures as a result of which they have determined that such information as the Underwriter may reasonably request of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and which is obtained from an analysis of a sample of the Mortgage Loans included in the related pool) set forth in the related Prospectus Supplement under the caption "The Mortgage Pool" and in any Detailed Description relating to such Prospectus Supplement is mutually consistent and agrees with the accounting records of the Company and, where applicable, the related Mortgage Loan files of the Company, excluding any questions of legal interpretation. In addition, if applicable, such accountants shall have furnished to the Underwriter a letter, dated as of the related Closing Date, which shall include a statement or statements to the effect that based upon the assumptions and methodology agreed to by the Company (and which is consistent with the manner in which any final PAC Balances, TAC Balances, Scheduled Balances, Maximum and Minimum Scheduled Balances or any other scheduled balances are to be calculated as set forth in the related Prospectus), all of which shall be described by reference in such letter, such accountants shall have verified the mathematical accuracy of any final PAC Balances Table, TAC Balances Table, Scheduled Balances Table, Maximum or Minimum Scheduled Balances Table or other scheduled balances table attached as an exhibit to the related Pooling and Servicing Agreement.

Deloitte. The Executive Office of Health and Human

Deloitte. DELOITTE & TOUCHE LLP Certified Public Accountants Suite 1800 ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ Tel: +1 407 246 8200 Fax: +1 407 422 0936 www.deloitte.com INDEPENDE▇▇ ▇▇▇▇▇▇▇▇' ▇▇▇ORT To the Board of Directors of Viasys Services, Inc.: We have audited the accompanying balance sheet of Viasys Services, Inc. ("the Company"), a wholly owned subsidiary of New Viasys Holdings, LLC, as of October 31, 2004 and the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Viasys Services, Inc., a wholly owned subsidiary of New Viasys Holdings, LLC, as of October 31, 2004, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Deloitte & Touche LLP February 8, 2005 VIASYS SERVICES, INC. (a wholly owned subsidiary of New Viasys Holdings, LLC) BALANCE SHEET OCTOBER 31 ,2004 ---------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,213,294 Current contract receivables - net 9,829,247 Costs and estimated earnings in excess of billings on uncompleted cont▇▇▇▇▇ 10.033,822 Prepaid expenses and other assets 659,464 Deferred income tax assets - current 1,735,935 ------------- Total current assets 25,471,762 PROPERTY AND EQUIPMENT- Net 5,179,573 DEFERRED INCOME TAX ASSETS- Non-current 900,372 ------------- TOTAL ASSETS $ 31,551,707 ============= LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES: Accoun...

Deloitte. Touche LLP shall have furnished to you a letter addressed to the Underwriters, dated as of the date of the related Terms Agreement, in form and substance satisfactory to you, stating in effect that they have performed certain specified procedures as a result of which they have determined that such information as you may reasonably request of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of First Horizon Home Loan Corporation) set forth in the related Prospectus Supplement under the caption "Servicing of Mortgage Loans -- Foreclosure, Delinquency and Loss Experience" agrees with the accounting records of First Horizon Home Loan Corporation, excluding any questions of legal interpretation.

Deloitte. Touche LLP shall have furnished to the Dealer Manager letters, dated the Representation Date and the Expiration Date, in form and substance satisfactory to the Dealer Manager, stating in effect that: (i) it is an independent registered public accounting firm with respect to the Fund within the meaning of the Securities Act and the applicable Securities Act Rules and Regulations, and the rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board; (ii) in its opinion, the audited financial statements examined by it and included or incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Investment Company Act and the respective Rules and Regulations with respect to registration statements on Form N-2; (iii) it has performed specified procedures, not constituting an audit in accordance with generally accepted auditing standards, including a reading of the latest available unaudited financial information of the Fund, a reading of the minute books of the Fund, and inquiries of officials of the Fund responsible for financial and accounting matters, and on the basis of such inquiries and procedures nothing came to its attention that caused it to believe that at a specified date prior to the Representation Date or the Expiration Date, as the case may be, there was any change in the Common Shares, any decrease in net assets or any increase in long-term debt of the Fund as compared with amounts shown in the most recent statement of assets and liabilities included or incorporated by reference in the Registration Statement, except as the Registration Statement discloses has occurred or may occur, or they shall state any specific changes, increases or decreases; and (iv) in addition to the procedures referred to in clause (iii) above, it has compared certain dollar amounts (or percentages as derived from such dollar amounts) and other financial information regarding the operations of the Fund appearing in the Registration Statement, which have previously been specified by the Dealer Manager and which shall be specified in such letter, and have found such items to be in agreement with the accounting and financial records of the Fund.

Deloitte. Touche LLP shall have furnished to the Representatives a letter (the "bring-down letter"), addressed to the Underwriters and dated such Closing Date, confirming, as of such Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three business days prior to such Closing Date), the conclusions and findings of such firm with respect to the financial information and other matters covered by its letter delivered to the Representatives concurrently with the execution of this Agreement pursuant to Section 2(mm) hereof.

Deloitte. Touche LLP will review the characteristics of a sample of the Mortgage Loans described in the Final Mortgage Loan Schedule and will compare those characteristics to the description of the Mortgage Loans contained in the Prospectus Supplement under the captions "Summary of Prospectus Supplement - The Mortgage Loans", "The Mortgage Pool" and "Certain Characteristics of the Mortgage Loans" in Schedule A thereto. The Mortgage Loan Seller will cooperate with the Purchaser in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review and to deliver the letters required of them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the caption "Yield On The Certificates" in the Prospectus Supplement.

Deloitte. Touche who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder.