Common use of Reports by Independent Public Accountants Clause in Contracts

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2004, 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 Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: (i) such firm has obtained a letter of representation from an officer 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 the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated in all material respects, subject only to exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the 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 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. The Master Servicer and the Special Servicer will each reasonably cooperate with the Depositor in providing any other form of accountants' reports as may be required by the Commission 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 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 Lincoln Square Non-Pooled Pari Passu Mortgage Loans, of its filing of a Form 15 relating to the automatic suspension -146- 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 Lincoln Square Non-Pooled Pari Passu Mortgage 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 in 20042005, each of the Master Servicer Servicers and the Special Servicer Servicers, 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 render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Trustee, the Certificate Administrator, the Depositor, the Underwriters, the Rating Agencies, Controlling Class Representative and (only if such delivery is being made with respect to the Directing Certificateholder, the ES Controlling Holder (if the ES Component applicable Master Servicer or Special Servicer for a Serviced Mortgage Loan is involvedGroup) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), to the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: (i) effect that such firm has obtained a letter examined the servicing operations of representation from an officer of the such Master Servicer or the such Special Servicer, as the case may be, which includes an assertion for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the such Master Servicer or the such Special Servicer, as the case may be, has complied during such previous calendar year with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated USAP in all material respects, subject only to except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the 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 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. The Master Servicer and the Special Servicer will each reasonably cooperate with the Depositor in providing any other form of accountants' reports as may be required by the Commission 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 in 2004, each Each of the Master Servicer and the Special Servicer at its 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 a statement (the "Annual Accountants' Report") to the Trustee, the Paying Agent and each Rating Agency with a copy to the Depositor, the Underwriterson or before March 20 of each year, the Rating Agenciescommencing with March 20, the Directing Certificateholder2004, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other a report stating that: that (i) such firm it has obtained from the Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from an officer 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 maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicablethe case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the representation such assertion is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires such standards require it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. 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 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 with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-servicersServicers. The Master Promptly after receipt of such reports, the Depositor shall review such reports and, if applicable, consult with the Servicer and or the Special Servicer will each reasonably cooperate with Servicer, as applicable, as to the Depositor in providing nature of any other form of accountants' reports as may be required defaults by the Commission Servicer or the Special Servicer, as applicable, in connection with the Commission's issuance fulfillment of a no-action letter relating to the Depositor's reporting requirements in respect any of the Trust pursuant to Servicer's or the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the DepositorSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2004April 30, 2001 (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 (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 AccountantsANNUAL ACCOUNTANTS' ReportREPORT") to the Trustee, the Rating Agencies, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge each Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Noteholder and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust 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 be delivered on or before March 15 of such following year; 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 the Trust covering calendar year 2000. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2004, each Each of the Master Servicer and the Special Servicer at its 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 a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other Rating Agency, with a copy to the Depositor on or before March 15th of each year, commencing with March 15, 2004, a report stating that: that (i) such firm it has obtained from the Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from an officer 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 maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicablethe case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the representation such assertion is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires such standards require it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. 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 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 with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-servicersServicers. The Master Promptly after receipt of such reports, the Depositor shall review such reports and, if applicable, consult with the Servicer and or the Special Servicer will each reasonably cooperate with Servicer, as applicable, as to the Depositor in providing nature of any other form of accountants' reports as may be required defaults by the Commission Servicer or the Special Servicer, as applicable, in connection with the Commission's issuance fulfillment of a no-action letter relating to the Depositor's reporting requirements in respect any of the Trust pursuant to Servicer's or the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the DepositorSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 20042000, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, Trustee and to the Depositor, Depositor to the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that (i) such firm it has obtained a letter of representation regarding certain matters from an officer 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 the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American 95 Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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. 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 Servicer, to the extent applicable, will each reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 in 20042003 (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 (provided that as to the Special Servicer, there has been one or more Specially Serviced Loans and/or REO Properties during the preceding calendar year) at its 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 Trustee, the Rating Agencies, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge UBS Warburg Building Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Noteholder and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (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 sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust 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 be delivered on or before March 15 of such following year; 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 the Trust covering calendar year 2001. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 20042004 (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 (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 Trustee, the Rating Agencies, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component each XX Xxxx Non-Trust Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Noteholder and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (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 sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust 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 be delivered on or before March 15 of such following year; 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 the Trust covering calendar year 2003. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.

Reports by Independent Public Accountants. On or before April 30 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 in 2004March 15th, 2005, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, Controlling Class Representative, Depositor and, in the Directing Certificateholdercase of the Special Servicer, to the ES Controlling Holder (if Master Servicer, to the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: (i) effect that such firm has obtained a letter of representation from an officer examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion for the previous calendar year (except that 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, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated in all material respects, subject only to except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, the USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. 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 subSub-servicersServicers, 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 subthe related Sub-servicersServicer. The With respect to each year that the 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 will each reasonably cooperate of any material deficiencies in such servicer's compliance with the Depositor in providing terms of this Agreement during the preceding calendar year of which a Responsible Officer of the Trustee has actual knowledge (it being understood that the Trustee is not under any other form obligation to monitor the activities of accountants' reports as may be the Master Servicer or Special Servicer except to the extent required by the Commission 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, this Section 3.14 and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositorthis Agreement).

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 20042005, 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 Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES CC Controlling Holder (if the ES CC Component Mortgage Loan is involved), the SB SS Controlling Holder (if the SB SS Component Mortgage Loan is involved), the related CBA B Note UH Controlling Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B UH Component Mortgage Loan is involved), the CBA B Noteholder (if the CBA A/B Loan is involved), and each other the 17 State Street B Noteholder (if the 17 State Street A/B Loan is involvxx), xxx xxxx xxxer stating that: (i) such firm has xxxx xxxx xxx obtained a letter of representation from an officer of the Master Servicer or the Special Servicer, as the case may be, which that includes an assertion that the Master Servicer or the Special Servicer, as the case may be, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAPUSPAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAPUSPAP, the representation is fairly stated in all material respects, subject only to exceptions and other qualifications that, in the opinion of such firm, USAP USPAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 2005 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the 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 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. The Master Servicer and the Special Servicer will each reasonably cooperate with the Depositor in providing any other form of accountants' reports as may be required by the Commission 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 in 20042006 (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 (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 Trustee, the Rating Agencies, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component each Non-Trust Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Noteholder and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of 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 USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (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 sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file an Annual Report on Form 10-K with the Commission in respect of the Trust covering 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 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 be delivered to the Depositor, the Trustee, each Non-Trust Mortgage Loan Noteholder and any such 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 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 failure. 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, notice by telecopy which shall be forwarded to telecopy number (000) 000-0000 or to such other telecopy numbers 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 telecopy numbers 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 Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2004, each Each of the Master Servicer and the Special Servicer at its 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 a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other Rating Agency, with a copy to the Depositor on or before March 15th of each year, commencing with March 15, 2003, a report stating that: that (i) such firm it has obtained from the Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from an officer 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 maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicablethe case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the representation such assertion is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires such standards require it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. 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 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 with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-servicersServicers. The Master Promptly after receipt of such reports, the Depositor shall review such reports and, if applicable, consult with the Servicer and or the Special Servicer will each reasonably cooperate with Servicer, as applicable, as to the Depositor in providing nature of any other form of accountants' reports as may be required defaults by the Commission Servicer or the Special Servicer, as applicable, in connection with the Commission's issuance fulfillment of a no-action letter relating to the Depositor's reporting requirements in respect any of the Trust pursuant to Servicer's or the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the DepositorSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before April 30 March 15th of each year, beginning in 2004, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, Trustee and to the Depositor, Depositor to the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that (i) such firm it has obtained a letter of representation regarding certain matters from an officer 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 the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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. The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies or if the Special Servicer and the Master Servicer are not the same Person. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 March 15 of each year, beginning in 20041999, 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 Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Depositor and each other stating that: (i) other, to the effect that such firm has obtained a letter of representation from an officer examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion for the previous calendar year 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, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated in all material respects, subject only to except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, the USAP requires it to report; provided that each of the Master Servicer and the Special Servicer shall each not be required to cause the delivery of its Annual Accountants' Report by March until April 15 in 2004 and any given year so long as it has received written confirmation from the Depositor that a report Report on Form 10-K is not required to be filed with respect to the Certificates with the Commission in respect of the Trust for the 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 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. The Master Servicer and the Special Servicer will each reasonably cooperate with the Depositor in providing any other form of accountants' reports as may be required by the Commission 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 in 2004April 30, 2003 (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 Trustee, the Depositor, the UnderwritersRating Agencies and the Trustee, the Rating Agencies, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class XC, Class XP, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P or Class Q Certificateholder, to such Holder, to the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or and the Special Servicer, as the case may be, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material materials respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (1) year of such report) with respect to those subSub-servicersServicers. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 15 of each year, beginning in 2004April 15, 2000, 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 Special Servicer, as applicable) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, Controlling Class Representative and the Rating Agencies, Trustee to the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that (i) such firm it has obtained a letter of representation regarding certain matters from an officer 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 the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards set by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 in 20042005, 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 Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Certificateholder and each other stating that: (i) such firm has obtained a letter of representation from an officer of the Master Servicer or the Special Servicer, as the case may be, which that includes an assertion that the Master Servicer or the Special Servicer, as the case may be, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAPUSPAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAPUSPAP, the representation is fairly stated in all material respects, subject only to exceptions and other qualifications that, in the opinion of such firm, USAP USPAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 2005 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the 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 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. The Master Servicer and the Special Servicer will each reasonably cooperate with the Depositor in providing any other form of accountants' reports as may be required by the Commission 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 in 20042006 (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 (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 Trustee, the Rating Agencies, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component each Serviced Non-Trust Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Noteholder and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of 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 USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (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 sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or (if applicable) any other depositor, trustee and/or, upon request, 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 be delivered to the Depositor, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder and any such depositor, trustee and/or, upon request, 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 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 failure. 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, notwithstanding the provisions of Section 11.05, e-mail notice which, in the case of the Master Servicer, 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 or the Special Servicer, as applicable, 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 Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 20042000, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, Trustee and to the Depositor, Depositor to the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that (i) such firm it has obtained a letter of representation regarding certain matters from an officer 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 the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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. 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 Servicer, to the extent applicable, will each reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 in 2004April 30, 2001 (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 (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 Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing CertificateholderDepositor, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Underwriters and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (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 sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust 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 be delivered on or before March 15 of such following year; 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 the Trust covering calendar year 2000. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.

Reports by Independent Public Accountants. On or before April 30 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 in 2004March 15, 2006, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing CertificateholderControlling Class Representative, the ES Controlling Holder (if Depositor, and, in the ES Component Mortgage Loan is involved)case of the Special Servicer, the SB Controlling Holder (if Master Servicer, and, in the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge case of any Serviced Pari Passu Companion Loan Noteholders then included in a securitization, to the extent reasonably requested by the holder (if or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the Wellbridge A/B Mortgage Loan is involved)applicable reporting requirements of the Exchange Act, and each other stating that: (i) to the effect that such firm has obtained a letter of representation from an officer examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion for the previous calendar year (except that the first such report shall cover the period from the Closing Date through December 31, 2005) 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, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated in all material respects, subject only to except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, the USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. 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 subSub-servicersServicers, 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 subthe related Sub-servicersServicer. The With respect to each year that the reports described in Section 8.17(a) are filed, prior to February 15th of each calendar year, beginning February 15, 2006, the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer will each reasonably cooperate of any material deficiencies in such servicer's compliance with the Depositor in providing terms of this Agreement during the preceding calendar year of which a Responsible Officer of the Trustee has actual knowledge (it being understood that the Trustee is not under any other form obligation to monitor the activities of accountants' reports as may be the Master Servicer or Special Servicer except to the extent required by the Commission 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, this Section 3.14 and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositorthis Agreement).

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2004, each Each of the Master Servicer and the Special Servicer at its 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 a statement (the "Annual Accountants' Report") to the Trustee, the Paying Agent and each Rating Agency with a copy to the Depositor, the Underwriterson or before March 20 of each year, the Rating Agenciescommencing with March 20, the Directing Certificateholder2005, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other a report stating that: that (i) such firm it has obtained from the Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from an officer 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 maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicablethe case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the representation such assertion is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires such standards require it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. 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 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 with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-servicersServicers. The Master Promptly after receipt of such reports, the Depositor shall review such reports and, if applicable, consult with the Servicer and or the Special Servicer will each reasonably cooperate with Servicer, as applicable, as to the Depositor in providing nature of any other form of accountants' reports as may be required defaults by the Commission Servicer or the Special Servicer, as applicable, in connection with the Commission's issuance fulfillment of a no-action letter relating to the Depositor's reporting requirements in respect any of the Trust pursuant to Servicer's or the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the DepositorSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2004April 30, 2002 (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 Trustee, the Depositor, the UnderwritersRating Agencies and the Trustee, the Rating Agencies, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificateholder, to such Holder, to the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or and the Special Servicer, as the case may be, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material materials respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (1) 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 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 Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 30th of each year, beginning in 20042003, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, Trustee and to the Depositor, Depositor to the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that (i) such firm it has obtained a letter of representation regarding certain matters from an officer 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 the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other 110 qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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. The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies or if the Special Servicer and the Master Servicer are not the same Person. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 30th of each year, beginning in 20042001, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, and to the Depositor, Depositor to the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that (i) such firm it has obtained a letter of representation regarding certain matters from an officer 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 the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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. The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies or if the Special Servicer and the Master Servicer are not the same Person. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 in 2004April 30, 2003 (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 Trustee, the Depositor, the UnderwritersRating Agencies and the Trustee, the Rating Agencies, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or and the Special Servicer, as the case may be, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material materials respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (1) 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 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 Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 in 20042006 (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, and the Master Servicer and Special Servicer shall cause each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans to cause, a firm of independent public accountants (which may also render other services to the Master Servicer, the Special Servicer or applicable Servicing Function Participant, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component each Serviced Non-Trust Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Noteholder and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of 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 USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (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 sub-servicers, (iii) such firm has obtained a representation regarding certain matters from the management of such Master Servicer, Special Servicer or applicable Servicing Function Participant, which includes an assertion that such Master Servicer, Special Servicer or applicable Servicing Function Participant has complied with the Servicing Criteria, and (iv) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board (the "PCAOB"), it is expressing an opinion as to whether such Master Servicer's, Special Servicer's or applicable Servicing Function Participant's compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such Master Servicer's, Special Servicer's or applicable Servicing Function Participant's assessment of compliance with the Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Special Servicer or any Servicing Function Participant, the Depositor shall review the report and, if applicable, consult with the Master Servicer or the Special Servicer as to the nature of any defaults by the Master Servicer, the Special Servicer or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer's, the Special Servicer's or the applicable Servicing Function Participants' obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. Notwithstanding the timing provided for in the first sentence of the preceding paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or (if applicable) any other depositor, trustee and/or, upon request, 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 be delivered to the Depositor, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder and any such depositor, trustee and/or, upon request, 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 200_; 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 the Trust covering calendar year 200_. In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer, the Special Servicer or the Servicing Function Participant, 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 failure. 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, notwithstanding the provisions of Section 11.05, e-mail notice which, in the case of the Master Servicer, shall be forwarded to all of the following e-mail addresses: ____________, ____________ and ____________, 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 or the Special Servicer, as applicable, 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 each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.

Reports by Independent Public Accountants. On or before April 30 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 in 2004March 15th, 2005, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing CertificateholderControlling Class Representative, the ES Controlling Holder (if Depositor and, in the ES Component Mortgage Loan is involved)case of the Special Servicer, the SB Controlling Holder (if Master Servicer, to the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: (i) effect that such firm has obtained a letter of representation from an officer examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion for the previous calendar year (except that 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, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated in all material respects, subject only to except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, the USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. 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 subSub-servicersServicers, 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 subthe related Sub-servicersServicer. The With respect to each year that the 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 will each reasonably cooperate of any material deficiencies in such servicer's compliance with the Depositor in providing terms of this Agreement during the preceding calendar year of which a Responsible Officer of the Trustee has actual knowledge (it being understood that the Trustee is not under any other form obligation to monitor the activities of accountants' reports as may be the Master Servicer or Special Servicer except to the extent required by the Commission 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, this Section 3.14 and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositorthis Agreement).

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2004April 30, 2002 (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 Trustee, the Depositor, the UnderwritersRating Agencies and the Trustee, the Rating Agencies, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or and the Special Servicer, as the case may be, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material materials respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 sub-servicersServicers. 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 Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 in 20042006, 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 Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES CP Controlling Holder (if the ES CP Component Mortgage Loan is involved), and the SB Controlling Holder related Companion Loan Noteholder(s) (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage a Whole Loan is involved), and each other stating that: (i) such firm has obtained a letter of representation from an officer of the Master Servicer or the Special Servicer, as the case may be, which that includes an assertion that the Master Servicer or the Special Servicer, as the case may be, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated in all material respects, subject only to exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 2006 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the 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 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. The Master Servicer and the Special Servicer will each reasonably cooperate with the Depositor in providing any other form of accountants' reports as may be required by the Commission 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 in 20042004 (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 (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 Trustee, the Rating Agencies, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (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 sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust 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 be delivered on or before March 20 of such following year; 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 the Trust covering calendar year 2003. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.

Reports by Independent Public Accountants. On or before April 30 March 15 of each year, beginning in 20042006, each of the Master Servicer Servicers and the Special Servicer Servicers, 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 render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Trustee, the Certificate Administrator, the Depositor, the Underwriters, the Rating Agencies, Controlling Class Representative and (only if such delivery is being made with respect to the Directing Certificateholder, applicable Master Servicer or Special Servicer for the ES Controlling Holder (if the ES Component related Serviced Mortgage Loan is involvedGroup) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), to the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: (i) effect that such firm has obtained a letter examined the servicing operations of representation from an officer of the such Master Servicer or the Special Servicer, as the case may be, which includes an assertion for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the such Master Servicer or the such Special Servicer, as the case may be, has complied during such previous calendar year with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated USAP in all material respects, subject only to except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the 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 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. The Master Servicer and Notwithstanding the Special Servicer will foregoing, each reasonably cooperate with the Depositor in providing any other form required Annual Accountants' Report shall be delivered on or before May 1st (rather than March 15) of accountants' reports as may be required each year after (i) notice is provided by the Commission 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), and provided that a copy of such agreement has been delivered to the reasonable additional costs of providing parties hereto unless such party was a party to such other forms of accountants' reports shall be borne by the Depositorpooling and servicing agreement.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2004April 30, 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 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 Trustee, the Depositor, the UnderwritersTrustee, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if Certificate Insurer and, upon request of a Class X, Class B, Class C, Class D, Class E and Class F Certificateholder, such Holder, to the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: (i) effect that such firm has obtained a letter 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 representation 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 an officer the date of commencement of the Master 111 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, which includes that it maintained an assertion that the Master Servicer or the Special Servicer, as the case may be, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, effective internal control system over servicing of commercial and multifamily the Mortgage Loans or similar mortgage loans during the most recently completed calendar year; and (ii) on the basis of an examination conducted by such firm in accordance with USAP, the representation is fairly stated in all material respects, subject only based upon established criteria, which statement meets the standards applicable to exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountantsaccountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearreports 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 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 or in accordance with the Uniform Single Attestation Program (in each case 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 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 Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 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 in 2004March 15th, 2005, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, the Directing CertificateholderControlling Class Representative, the ES Controlling Holder (if Depositor and, in the ES Component Mortgage Loan is involved)case of the Special Servicer, the SB Controlling Holder (if Master Servicer, to the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: (i) effect that such firm has obtained a letter of representation from an officer examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion for the previous calendar year (except that the first such report shall cover the period from the Closing Date through March 31, 2005) 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, has complied with the minimum loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of 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 USAP, the representation is fairly stated in all material respects, subject only to except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, the USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. 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 subSub-servicersServicers, 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 subthe related Sub-servicersServicer. The With respect to each year that the 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 will each reasonably cooperate of any material deficiencies in such servicer's compliance with the Depositor in providing terms of this Agreement during the preceding calendar year of which a Responsible Officer of the Trustee has actual knowledge (it being understood that the Trustee is not under any other form obligation to monitor the activities of accountants' reports as may be the Master Servicer or Special Servicer except to the extent required by the Commission 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, this Section 3.14 and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositorthis Agreement).

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 20042000, each of the Master Servicer and the Special Servicer at its 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 (the "Annual Accountants' Report") to the Trustee, Trustee and to the Depositor, Depositor to the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other stating that: effect that (i) such firm it has obtained a letter of representation regarding certain matters from an officer 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 the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year; year and (ii) on the basis of an examination conducted by such firm in accordance with USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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. The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies or if the Special Servicer and the Master Servicer are not the same Person. The Master Servicer and the Special Servicer Servicer, to the extent applicable, will each reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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, 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 in 20042006 (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 (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 Trustee, the Rating Agencies, the Depositor, the Underwriters, the Rating Agencies, the Directing Certificateholder, the ES Controlling Holder (if the ES Component each Non-Trust Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Noteholder and each other stating that: other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from an officer the management of the Master Servicer or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer or the Special Servicer, as the case may beapplicable, has complied with the certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans) ), identified in USAPthe 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 applicable, servicing of 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 USAPstandards established by the American Institute of Certified Public Accountants, the such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that the Master Servicer and the Special Servicer shall each may be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar yearappropriate. 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 (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 sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file an Annual Report on Form 10-K with the Commission in respect of the Trust covering 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 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 be delivered to the Depositor, the Trustee, each 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 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 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 failure. 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, notwithstanding the provisions of Section 11.05, email notice which, in the case of the Master Servicer, shall be forwarded to all of the following email addresses: xxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx, xxxxx.xxxxxxxxx@xxxxxxxx.xxx and xxxx.xxxxxxxx@xxxxxxxx.xxx, or such other email addresses as are provided in writing 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 three email 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 Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in providing conforming any other form of accountants' reports as may be required 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 of providing and expenses incurred in affording the Depositor such other forms of accountants' reports shall be borne by the Depositorcooperation.