Common use of Reports by Independent Public Accountants Clause in Contracts

Reports by Independent Public Accountants. On or before __________ of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor and the Trustee to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable to accountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ April 30th of each year, beginning _______in 2002, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and to the Depositor and the Trustee to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On Each of the Servicer and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Paying Agent and each Rating Agency, with a copy to the Depositor on or before __________ March 15th of each year, beginning _______commencing with March 15, 200___ 2004, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm letter of independent public accountants that is a member representation regarding certain matters from the management of the American Institute of Certified Public Accountants to furnish a statement Servicer or the Special Servicer, as the case may be, which includes an assertion that the Servicer or the Special Servicer, as the case may be, has maintained an effective internal control system with respect to the Depositor servicing of the Mortgage Loans and the Trustee has complied with certain minimum mortgage loan servicing standards (to the effect that such firm has examined such documents extent applicable to commercial and records as it has deemed necessary and appropriate relating multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of commercial and multifamily mortgage loans similar to during the Mortgage Loans under substantially similar agreements for the preceding most recently completed calendar year and (or during ii) on the period from basis of an examination conducted by such firm in accordance with standards established by the date American Institute of commencement of the Master Servicer's or the Special Servicer'sCertified Public Accountants, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that, which statement meets in the opinion of such firm, such standards applicable require it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to the matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those Sub-Servicers. If Promptly after receipt of such reports, the Depositor notifies the Trusteeshall review such reports and, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed if applicable, consult with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before __________ of each year, beginning _______, 200199___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor and the Trustee to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable to accountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ April 30 of each year, beginning _______April 30, 200___ 1999 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Depositor, the Trustee, the Rating Agencies, the Directing Certificateholder and, upon request of a Class F, Class G, Class H, Class J and the Trustee Class K Certificateholder, such Holder, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable to accountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On Each of the Master Servicers and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee and each Rating Agency, with a copy to the Depositor on or before __________ March 15th of each year, beginning _______commencing with March 15, 200___ 2006, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the applicable Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm letter of independent public accountants representation regarding certain matters from the management of such Master Servicer or the Special Servicer, as the case may be, which includes an assertion that is a member of such Master Servicer or the American Institute of Certified Public Accountants to furnish a statement Special Servicer, as the case may be, has complied with certain minimum mortgage loan servicing standards (to the Depositor extent applicable to commercial and multifamily mortgage loans), identified in the Trustee Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of commercial and multifamily mortgage loans similar to during the Mortgage Loans under substantially similar agreements for the preceding most recently completed calendar year and (or during ii) on the period from basis of an examination conducted by such firm in accordance with standards established by the date American Institute of commencement of the Master Servicer's or the Special Servicer'sCertified Public Accountants, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that, which statement meets in the opinion of such firm, such standards applicable require it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to the matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered during the previous 12 months on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If However, to the Depositor notifies extent the Trustee, the Master Servicer and the Special Servicer on or before _________ Commission promulgates new rules with respect to these reports by firms of any year independent certified public accountants that such statements are required to be filed implemented with respect to this Agreement, the Commission as part form of these reports required by this Section 3.14 shall conform to the requirements of the Form 10-K for Commission. Promptly after receipt of such reports, the Trust covering the prior calendar yearDepositor shall review such reports and, if applicable, consult with each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by such Master Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by of such Master Servicer's or the Commission on the Depositor in connection with the CommissionSpecial Servicer's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Actobligations.

Reports by Independent Public Accountants. On or before __________ March 15 of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2006, each of the Master Servicer Servicers and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Certificate Administrator, the Depositor, the Underwriters, the Controlling Class Representative and (only if such delivery is being made with respect to the Trustee applicable Master Servicer or Special Servicer for the related Serviced Mortgage Loan Group) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), to the effect that such firm has examined the servicing operations of such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's Servicer or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding previous calendar year (or during and that, on the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end basis of such preceding calendar year examination, conducted substantially in the case of the first compliance with USAP, such certificate) and firm confirms that the assertion of the management of the such Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over has complied during such previous calendar year with the minimum servicing of standards (to the Mortgage Loans or similar extent applicable to commercial and multifamily mortgage loans is fairly stated loans) identified in USAP in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, USAP requires it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If Notwithstanding the Depositor notifies the Trusteeforegoing, the Master Servicer and the Special Servicer each required Annual Accountants' Report shall be delivered on or before _________ May 1st (rather than March 15) of any each year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed after (i) notice is provided by the Commission on the Depositor in connection with the Commission's issuance Certificate Administrator of its filing of a no-action letter Form 15 relating to the Depositor's automatic suspension of reporting requirements in respect of the Trust pursuant under the Exchange Act as provided for in Section 8.15(a) and (ii) notice is provided by each counterpart to the Exchange ActCertificate Administrator in any securitization of any Serviced Non-Pooled Pari Passu Loan of such counterpart's filing of a Form 15 relating to automatic suspension of reporting under a provision in the pooling and servicing agreement related to such securitization that is similar to Section 8.15(a), provided that a copy of such agreement has been delivered to the parties hereto unless such party was a party to such other pooling and servicing agreement.

Reports by Independent Public Accountants. On or before __________ April 30 of each year, beginning _______, 200___ in 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Rating Agencies, the Depositor, the Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee each other, to the effect that (i) such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the case may beMaster Servicer or the Special Servicer, that it maintained an effective internal control system over as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or (if applicable) any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Serviced Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such statement following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it by ____________ of such yearthe Trust covering calendar year 2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before __________ April 30th of each year, beginning _______in 2001, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and to the Depositor and the Trustee to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ April 30 of each year, beginning _______, 200___ in 2004 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Rating Agencies, the Depositor, the Underwriters, the Companion Loan Noteholders and the Trustee each other, to the effect that (i) such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the case may beMaster Servicer or the Special Servicer, that it maintained an effective internal control system over as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are is required to be filed with the Commission as part of the file a Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year, shall deliver be delivered on or before March 20 of such statement following year, and if March 20 is not a Business Day, then the preceding Business Day; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of it by ____________ of such yearthe Trust covering calendar year 2003. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 3.15 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before __________ March 15 of each year, beginning _______March 15, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)1999, each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor and Sponsor, the Trustee and each other to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificatestatement) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable to accountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor Sponsor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor Sponsor in connection with the Commission's issuance of a no-action letter relating to the DepositorSponsor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer, Servicer at its expense, their own expense shall cause a nationally recognized firm of independent certified public accountants that is a member of the American Institute of Certified Public Accountants to furnish to the Trustee, the Paying Agent and each Rating Agency, with a statement copy to the Depositor and on or before March 15th of each year, commencing with March 15, 2006, a report stating that (i) it has obtained from the Trustee Master Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or the Special Servicer, as the case may be, has complied with certain minimum mortgage loan servicing standards (to the effect that such firm has examined such documents extent applicable to commercial and records as it has deemed necessary and appropriate relating multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of commercial and multifamily mortgage loans similar to during the Mortgage Loans under substantially similar agreements for the preceding most recently completed calendar year and (or during ii) on the period from basis of an examination conducted by such firm in accordance with standards established by the date American Institute of commencement of the Master Servicer's or the Special Servicer'sCertified Public Accountants, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that, which statement meets in the opinion of such firm, such standards applicable require it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to the matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered during the previous 12 months on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If However, to the Depositor notifies extent the Trustee, the Master Servicer and the Special Servicer on or before _________ Commission promulgates new rules with respect to these reports by firms of any year independent certified public accountants that such statements are required to be filed implemented with respect to this Agreement, the Commission as part form of these reports required by this Section 3.14 shall conform to the requirements of the Form 10-K for Commission. Promptly after receipt of such reports, the Trust covering the prior calendar yearDepositor shall review such reports and, each of if applicable, consult with the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Master Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Master Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before __________ April 30 of each year, beginning _______, 200___ in 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Rating Agencies, the Depositor, the Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee each other, to the effect that (i) such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the case may beMaster Servicer or the Special Servicer, that it maintained an effective internal control system over as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or (if applicable) any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Serviced Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder and any such statement depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2005; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it the Trust covering calendar year 2005. In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer or the Special Servicer, as applicable, by ____________ March 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Depositor within one (1) Business Day of such yearfailure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or, solely in the case of the Master Servicer, notwithstanding the provisions of Section 11.05, e-mail notice which shall be forwarded to all of the following e-mail addresses: xxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx; xxxxx.xxxxxxxxx@xxxxxxxx.xxx; and xxxx.xxxxxxxx@xxxxxxxx.xxx, or such other e-mail addresses as are provided in writing by the Master Servicer to the Trustee and the Depositor; provided that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the Master Servicer to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirement as set forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before __________ March 15th of each year, beginning _______in 2006, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Trustee and the Trustee Serviced Whole Loan Paying Agent (who shall deliver to each Serviced B Note Holder) and to the Depositor to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearsame Person. 171 The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On Each of the Servicer and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee and each Rating Agency and to each holder of a Grace Building Companion Loan, with a copy to the Depositor on or before __________ March 15th of each year, beginning _______commencing with March 15, 200___ 2005, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm letter of independent public accountants that is a member representation regarding certain matters from the management of the American Institute of Certified Public Accountants to furnish a statement Servicer or the Special Servicer, as the case may be, which includes an assertion that the Servicer or the Special Servicer, as the case may be, and has complied with certain minimum mortgage loan servicing standards (to the Depositor extent applicable to commercial and multifamily mortgage loans), identified in the Trustee Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of commercial and multifamily mortgage loans similar to during the Mortgage Loans under substantially similar agreements for the preceding most recently completed calendar year and (or during ii) on the period from basis of an examination conducted by such firm in accordance with standards established by the date American Institute of commencement of the Master Servicer's or the Special Servicer'sCertified Public Accountants, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that, which statement meets in the opinion of such firm, such standards applicable require it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to the matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those Sub-Servicers. If However, to the Depositor notifies extent the Trustee, the Master Servicer Securities and the Special Servicer on or before _________ Exchange Commission promulgates new rules with respect to these reports by firms of any year independent certified public accountants that such statements are required to be filed implemented with respect to this Agreement, the form of these reports required by this Section 3.14 shall conform to the requirements of the Securities and Exchange Commission. Promptly after receipt of such reports, the Depositor shall review such reports and, if applicable, consult with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before __________ April 30th of each year, beginning _______, 200___ in 1999 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and to the Depositor and the Trustee to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the The Special Servicer on or before _________ of any year that will deliver an annual accountants' report only if, and in such statements are required to be filed with form as may be, requested by the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ April 15 of each year, beginning _______April 15, 200___ 1998 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Trustee and to the Trustee Sponsor to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to, and that it has maintained an effective internal control system over over, the servicing of the Mortgage Loans or similar securitized commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that may be appropriate; provided that, which with respect to matters relating to the direct servicing of the Mortgage Loans by the Master Servicer and matters relating to handling and accounting for payments and other collections on the Mortgage Loans (whether received directly from Mortgagors or from Sub-Servicers), the letter of representation referred to in clause (i) above shall specifically relate to, and the examination referred to in clause (ii) above shall specifically cover, the Mortgage Loans and this Agreement, and the report delivered by the subject accounting firm shall include a statement meets the standards applicable to accountants' reports intended for general distributionsuch effect. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor Sponsor notifies the Trustee, Trustee and the Master Servicer and the Special Servicer on or before _________ March 1 of any year that such statements are statement is required to be filed with the Commission as part of the Form 10-K for the Trust Fund covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ March 15 of such year. The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor Sponsor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor Sponsor in connection with the Commission's issuance of a no-action letter relating to the DepositorSponsor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ March 15th of each year, beginning _______in 2004, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Trustee and the Trustee Xxxxxxxx Fashion Center Companion Paying Agent (who shall deliver to each Xxxxxxxx Fashion Center Companion Holder) and to the Depositor to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in 151 conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ April 30 of each year, beginning _______April 30, 200___ 2000 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Depositor, the Trustee, the Rating Agencies, the Directing Certificateholder and, upon request of a Class C, Class D, Class E, Class F and the Trustee Class G Certificateholder, such Holder, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable to accountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ April 15 of each year, beginning _______April 15, 200___ 1998 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Sponsor and the Trustee to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable to accountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Sub- Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor Sponsor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor Sponsor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor Sponsor in connection with the Commission's issuance of a no-action letter relating to the DepositorSponsor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ March 15th of each year, beginning _______in 2006, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Trustee and the Trustee Serviced Whole Loan Paying Agent (who shall deliver to each Serviced Companion Loan Holder) and to the Depositor to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearsame Person. 162 The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ March 15th of each year, beginning _______in 2005, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Trustee and the Trustee Serviced Whole Loan Paying Agent (who shall deliver to each Serviced Companion Loan Holder and Serviced B Note Holder) and to the Depositor to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in 165 conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ April 15 of each year, beginning _______April 15, 200___ 1997 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Trustee and to the Trustee Sponsor to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor Sponsor notifies the Trustee, Trustee and the Master Servicer and the Special Servicer on or before _________ March 1 of any year that such statements are statement is required to be filed with the Commission as part of the Form 10-K for the Trust Fund covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ March 15 of such year. The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor Sponsor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor Sponsor in connection with the Commission's issuance of a no-action letter relating to the DepositorSponsor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ March 15th of each yearyear (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning _______March 15th, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2005, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee, Underwriters, Rating Agencies, Controlling Class Representative, the Starrett-Lehigh Building Representative, Depositor and and, in the Trustee case of the Special Servicer, to the Master Servicer, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that it maintained an effective internal control system over the first such report shall cover the period from the Closing Date through December 31st, 2004) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer or the Special Servicer, as the case may be, complied with the minimum servicing of the Mortgage Loans or similar mortgage loans is fairly stated standards identified in USAP, in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, the USAP requires it to accountants' reports intended for general distributionreport. In rendering its report such statement, such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of statements for examinations conducted substantially in accordance compliance with the same standards Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such reportstatement) of independent public accountants with respect to those the related Sub-ServicersServicer. If With respect to each year that the Depositor notifies reports described in Section 8.17(a) are filed, prior to February 15th of each calendar year, beginning February 15th, 2005, the TrusteeTrustee shall notify the Depositor, the Master Servicer and the Special Servicer on or before _________ of any year that material deficiencies in such statements are required to be filed servicer's compliance with the Commission as part terms of this Agreement during the preceding calendar year of which a Responsible Officer of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange ActTrustee has actual knowledge.

Reports by Independent Public Accountants. On or before __________ March 15th of each yearyear (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning _______March 15th, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2005, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent Independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee, Underwriters, Rating Agencies, Controlling Class Representative, the Park Place Mall Representative, Depositor and and, in the Trustee case of the Special Servicer, to the Master Servicer, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that it maintained an effective internal control system over the first such report shall cover the period from the Closing Date through December 31st, 2004) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer or the Special Servicer, as the case may be, complied with the minimum servicing of the Mortgage Loans or similar mortgage loans is fairly stated standards identified in USAP, in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, the USAP requires it to accountants' reports intended for general distributionreport. In rendering its report such statement, such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of statements for examinations conducted substantially in accordance compliance with the same standards Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such reportstatement) of independent public accountants with respect to those the related Sub-ServicersServicer. If With respect to each year that the Depositor notifies reports described in Section 8.17(a) are filed, prior to February 15th of each calendar year, beginning February 15, 2005, the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer on or before _________ of any year that material deficiencies in such statements are required to be filed servicer's compliance with the Commission as part terms of this Agreement during the preceding calendar year of which a Responsible Officer of the Form 10-K for Trustee has actual knowledge (it being understood that the Trust covering Trustee is not under any obligation to monitor the prior calendar year, each activities of the Master Servicer and the or Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, except to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to required by this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Actand this Agreement).

Reports by Independent Public Accountants. On or before __________ May 1 of each year, beginning _______in 2004, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer Servicers and the Special ServicerServicer each shall, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish furnish, or itself deliver a copy of, a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Certificate Administrator, the Depositor, the Underwriter and the Trustee Controlling Class Representative, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end operations of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that it maintained an effective internal control system over such Master Servicer or the Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing of standards (to the Mortgage Loans or similar extent applicable to commercial and multifamily mortgage loans is fairly stated loans) identified in USAP in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, USAP requires it to accountantsreport; provided that the Master Servicers and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' reports intended Report by March 15 in 2004 or in any given year thereafter if it has received written confirmation from the Trustee or the Depositor by January 31 of that year that an Annual Report on Form 10-K is required to be filed in respect of the Trust for general distributionthe preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If the Depositor notifies the Trustee, the Promptly after its receipt of each Annual Accountants' Report from a Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, the Depositor shall review such report and, if applicable, consult with the applicable Master Servicer or the Special Servicer (as the case may be) as to the extent applicable, will reasonably cooperate with nature of any defaults by such Master Servicer or the Depositor Special Servicer in conforming the fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commissionof such Master Servicer's issuance of a no-action letter relating to the Depositoror Special Servicer's reporting requirements in respect of the Trust pursuant to the Exchange Actobligations.

Reports by Independent Public Accountants. On or before __________ April 15 of each year, beginning _______April 15, 200___ 1998 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and to the Depositor and the Trustee to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the The Special Servicer on or before _________ of any year that will deliver an annual accountants' report only if, and in such statements are required to be filed with form as may be, requested by the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ April 30th of each year, beginning _______, 200___ in 1998 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and to the Depositor and the Trustee to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the The Special Servicer on or before _________ of any year that will deliver an annual accountants' report only if, and in such statements are required to be filed with form as may be, requested by the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On Each of the Master Servicers and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Paying Agent and each Rating Agency, with a copy to the Depositor on or before __________ March 15th of each year, beginning _______commencing with March 15, 200___ 2006, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the applicable Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm letter of independent public accountants representation regarding certain matters from the management of such Master Servicer or the Special Servicer, as the case may be, which includes an assertion that is a member of such Master Servicer or the American Institute of Certified Public Accountants to furnish a statement Special Servicer, as the case may be, has complied with certain minimum mortgage loan servicing standards (to the Depositor extent applicable to commercial and multifamily mortgage loans), identified in the Trustee Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of commercial and multifamily mortgage loans similar to during the Mortgage Loans under substantially similar agreements for the preceding most recently completed calendar year and (or during ii) on the period from basis of an examination conducted by such firm in accordance with standards established by the date American Institute of commencement of the Master Servicer's or the Special Servicer'sCertified Public Accountants, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that, which statement meets in the opinion of such firm, such standards applicable require it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to the matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered during the previous 12 months on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If However, to the Depositor notifies extent the Trustee, the Master Servicer and the Special Servicer on or before _________ Commission promulgates new rules with respect to these reports by firms of any year independent certified public accountants that such statements are required to be filed implemented with respect to this Agreement, the Commission as part form of these reports required by this Section 3.14 shall conform to the requirements of the Form 10-K for Commission. Promptly after receipt of such reports, the Trust covering the prior calendar yearDepositor shall review such reports and, if applicable, consult with each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by such Master Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by of such Master Servicer's or the Commission on the Depositor in connection with the CommissionSpecial Servicer's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Actobligations.

Reports by Independent Public Accountants. On or before __________ of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer, Servicer at its expense, their own expense shall cause a nationally recognized firm of independent certified public accountants that is a member of the American Institute of Certified Public Accountants to furnish to the Trustee, the Paying Agent and each Rating Agency, with a statement copy to the Depositor on or before March 20th of each year, commencing with March 20, 2005, a report stating that (i) it has obtained from the Master Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or the Special Servicer, as the case may be, and the Trustee has complied with certain minimum mortgage loan servicing standards (to the effect that such firm has examined such documents extent applicable to commercial and records as it has deemed necessary and appropriate relating multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of commercial and multifamily mortgage loans similar to during the Mortgage Loans under substantially similar agreements for the preceding most recently completed calendar year and (or during ii) on the period from basis of an examination conducted by such firm in accordance with standards established by the date American Institute of commencement of the Master Servicer's or the Special Servicer'sCertified Public Accountants, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that, which statement meets in the opinion of such firm, such standards applicable require it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to the matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those Sub-Servicers. If Promptly after receipt of such reports, the Depositor notifies the Trusteeshall review such reports and, if applicable, consult with the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, as applicable, as to the extent nature of any defaults by the Master Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Master Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before __________ March 15 of each year, beginning _______March 15, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2000, each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor and Sponsor, the Trustee and each other to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificatestatement) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable to accountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor Sponsor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor Sponsor in connection with the Commission's issuance of a no-action letter relating to the DepositorSponsor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer, Servicer at its expense, their own expense shall cause a nationally recognized firm of independent certified public accountants that is a member of the American Institute of Certified Public Accountants to furnish to the Trustee, the Paying Agent and each Rating Agency, with a statement copy to the Depositor and on or before March 15th of each year, commencing with March 15, 2005, a report stating that (i) it has obtained from the Trustee Master Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or the Special Servicer, as the case may be, has complied with certain minimum mortgage loan servicing standards (to the effect that such firm has examined such documents extent applicable to commercial and records as it has deemed necessary and appropriate relating multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of commercial and multifamily mortgage loans similar to during the Mortgage Loans under substantially similar agreements for the preceding most recently completed calendar year and (or during ii) on the period from basis of an examination conducted by such firm in accordance with standards established by the date American Institute of commencement of the Master Servicer's or the Special Servicer'sCertified Public Accountants, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that, which statement meets in the opinion of such firm, such standards applicable require it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to the matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those Sub-Servicers. If However, to the Depositor notifies extent the Trustee, the Master Servicer Securities and the Special Servicer on or before _________ Exchange Commission promulgates new rules with respect to these reports by firms of any year independent certified public accountants that such statements are required to be filed implemented with respect to this Agreement, the Commission as part form of these reports required by this Section 3.14 shall conform to the requirements of the Form 10-K for Securities and Exchange Commission. Promptly after receipt of such reports, the Trust covering the prior calendar yearDepositor shall review such reports and, each of if applicable, consult with the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Master Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Master Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before __________ March 15th of each year, beginning _______in 2004, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Trustee and the Trustee Serviced Companion Loan Paying Agent (who shall deliver to each Serviced Companion Loan Holder) and to the Depositor to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in 169 conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer, Servicer at its expense, their own expense shall cause a nationally recognized firm of independent certified public accountants that is a member of the American Institute of Certified Public Accountants to furnish to the Trustee, the Paying Agent and each Rating Agency, with a statement copy to the Depositor and on or before March 15th of each year, commencing with March 15, 2006, a report stating that (i) it has obtained from the Trustee Master Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or the Special Servicer, as the case may be, has complied with certain minimum mortgage loan servicing standards (to the effect that such firm has examined such documents extent applicable to commercial and records as it has deemed necessary and appropriate relating multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of commercial and multifamily mortgage loans similar to during the Mortgage Loans under substantially similar agreements for the preceding most recently completed calendar year and (or during ii) on the period from basis of an examination conducted by such firm in accordance with standards established by the date American Institute of commencement of the Master Servicer's or the Special Servicer'sCertified Public Accountants, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, that it maintained an effective internal control system over servicing of the Mortgage Loans or similar mortgage loans is fairly stated in all material respects, based upon established criteriasubject to such exceptions and other qualifications that, which statement meets in the opinion of such firm, such standards applicable require it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to the matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those Sub-Servicers. If However, to the Depositor notifies extent the Trustee, the Master Servicer Securities and the Special Servicer on or before _________ Exchange Commission promulgates new rules with respect to these reports by firms of any year independent certified public accountants that such statements are required to be filed implemented with respect to this Agreement, the Commission as part form of these reports required by this Section 3.14 shall conform to the requirements of the Form 10-K for Securities and Exchange Commission. Promptly after receipt of such reports, the Trust covering the prior calendar yearDepositor shall review such reports and, each of if applicable, consult with the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Master Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Master Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before __________ May 30 of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2002, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Depositor, the Underwriters, the Controlling Class Representative and the Trustee each other, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that it maintained an effective internal control system over the Master Servicer or the Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing of standards (to the Mortgage Loans or similar extent applicable to commercial and multifamily mortgage loans is fairly stated loans) identified in USAP in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, USAP requires it to accountantsreport; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' reports intended Report by March 15 in 2002 or any given year thereafter if it has received written confirmation from the Trustee or the Depositor by January 31 of that year that a Report on Form 10-K is required to be filed in respect of the Trust for general distributionthe preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearservicers. The Master Servicer and the Special Servicer, to the extent applicable, Servicer will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before __________ May 1 of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2003, each of the Master Servicer Servicers and the Special ServicerServicers, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Depositor, the Underwriters and the Trustee Controlling Class Representative, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end operations of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that it maintained an effective internal control system over such Master Servicer or Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing of standards (to the Mortgage Loans or similar extent applicable to commercial and multifamily mortgage loans is fairly stated loans) identified in USAP in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, USAP requires it to accountantsreport; provided that each Master Servicer and Special Servicer shall be required to cause the delivery of its Annual Accountants' reports intended Report by March 15 in 2003 or any given year thereafter if it has received written confirmation from the Trustee or the Depositor by January 31 of that year that a Report on Form 10-K is required to be filed in respect of the Trust for general distributionthe preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each Each of the Master Servicer Servicers and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, Servicers will reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before March 15 of each year, beginning in __________ of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Depositor, the Underwriter and the Trustee each other, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that it maintained an effective internal control system over the Master Servicer or the Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing of the Mortgage Loans or similar mortgage loans is fairly stated standards identified in USAP in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to report; provided that neither the Master Servicer nor the Special Servicer shall be required to cause the delivery of its Annual Accountants' Report until April 30 in any given year after _______ unless it has received written confirmation from the Depositor by January 31 of that year that a Report on Form 10-K is required to be filed in respect of the Trust for the preceding calendar year (a copy of which statement meets written confirmation shall be forwarded concurrently by the standards applicable Depositor to accountants' reports intended for general distributionthe Trustee). In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearservicers. The Master Servicer and the Special Servicer, to the extent applicable, Servicer will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before __________ March 15th of each year, beginning _______in 2004, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor Trustee and the Trustee Serviced Companion Loan Paying Agent (who shall deliver to each Serviced Companion Loan Holder) and to the Depositor to the effect that such firm has examined such documents and records as (i) it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as which includes an assertion that the case may beMaster Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), that it maintained an effective internal control system over identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm 140 may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before __________ March 15 (except that such date shall be May 1st for every year after notice is provided by (i) the Certificate Administrator and (ii) each counterpart to the Certificate Administrator in any securitization of any of the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan and the Lincoln Square Non-Pooled Pari Passu Companion Loans, of its filing of a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act as provided for in Section 8.15(a) (or, in the case of any securitization of the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan and the Lincoln Square Non-Pooled Pari Passu Companion Loans, any substantially similar provision in the pooling and servicing agreement related to such securitization, provided that a copy of such agreement has been delivered to the parties hereto unless such party was a party to such other pooling and servicing agreement)) of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2005, each of the Master Servicer Servicers and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Certificate Administrator, the Depositor, the Underwriters, the Controlling Class Representative and (only if such delivery is being made with respect to the Trustee applicable Master Servicer or the Special Servicer for the Serviced Mortgage Loan Group) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end operations of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that it maintained an effective internal control system over such Master Servicer or the Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing of standards (to the Mortgage Loans or similar extent applicable to commercial and multifamily mortgage loans is fairly stated loans) identified in USAP in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, USAP requires it to accountants' reports intended for general distributionreport. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Actservicers.

Reports by Independent Public Accountants. On or before __________ March 31 of each year, beginning _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2004, each of the Master Servicer and the each Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Depositor, the Underwriters and the Trustee Controlling Class Representative, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end operations of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the such Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that it maintained an effective internal control system over such Master Servicer or such Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing of standards (to the Mortgage Loans or similar extent applicable to commercial and multifamily mortgage loans is fairly stated loans) identified in USAP in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, USAP requires it to accountantsreport; provided that such Master Servicer and such Special Servicer shall each be required to cause the delivery of its Annual Accountants' reports intended Report by March 15 in 2004 or any given year thereafter if it has received written confirmation from the Trustee or the Depositor by January 31 of that year that a Report on Form 10-K is required to be filed in respect of the Trust for general distributionthe preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If the Depositor notifies the Trustee, the Each Master Servicer and the each Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before __________ May 1 of each year, beginning in _______, 200___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Depositor, the Underwriters and the Trustee Controlling Class Representative, to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that it maintained an effective internal control system over the Master Servicer or the Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing of standards (to the Mortgage Loans or similar extent applicable to commercial and multifamily mortgage loans is fairly stated loans) identified in USAP in all material respects, based upon established criteriaexcept for such significant exceptions or errors in records that, which statement meets in the standards applicable opinion of such firm, USAP requires it to accountantsreport; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' reports intended Report by March 15 in ____ or in any given year thereafter if, in the case of any year subsequent to ____, it has received written confirmation from the Trustee or the Depositor by January 31 of that year that an Annual Report on Form 10-K is required to be filed in respect of the Trust for general distributionthe preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each Each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by ____________ of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before __________ April 30 of each year, beginning _______, 200___ in 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor Trustee, the Rating Agencies, the Depositor, the Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee each other, to the effect that (i) such firm has examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing obtained a letter of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period representation regarding certain matters from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the case may beMaster Servicer or the Special Servicer, that it maintained an effective internal control system over as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans or similar commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, based upon established criteria, which statement meets the standards applicable subject to accountants' reports intended for general distributionsuch exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subsub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before _________ of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or a Garden State Plaza Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such statement following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it by ____________ of such yearthe Trust covering calendar year 2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.