Common use of Reports by Independent Public Accountants Clause in Contracts

Reports by Independent Public Accountants. On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 15, 2006, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor, and, in the case of the Special Servicer, the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, 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, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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 of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).

Reports by Independent Public Accountants. On or before March 15th 15 of each year (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)year, beginning March 15, in 2006, each of the Master Servicer Servicers and the Special Servicer Servicers, at its expense expense, shall cause a firm of Independent independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish 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 UnderwritersCertificate Administrator, the Rating AgenciesDepositor, the Underwriters, the Controlling Class Representative, the Depositor, and, in the case of the Special Servicer, the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder Representative and (or its designee) of only if such Serviced Pari Passu Companion Loan, to such holder during such times as such holder delivery is subject being made with respect to the applicable reporting requirements of Master Servicer or Special Servicer for the Exchange Actrelated Serviced Mortgage Loan Group) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), to the effect that such firm has examined the servicing operations of the such Master Servicer or the Special Servicer, as the case may be, 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 such Master Servicer or the such Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, USAP in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, 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 statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Audit Program for Mortgage Bankers same standards (rendered within one year of such statementreport) of independent public accountants with respect to those sub-servicers. Notwithstanding the related Sub-Servicer. With respect to foregoing, each required Annual Accountants' Report shall be delivered on or before May 1st (rather than March 15) of each year that after (i) notice is provided by the reports described Certificate Administrator of its filing of a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act as provided for in Section 8.17(a8.15(a) are filed, prior and (ii) notice is provided by each counterpart to February 15th of each calendar year, beginning February 15, 2006, the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer Certificate Administrator in any securitization of any material deficiencies 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 servicer's compliance with the terms securitization that is similar to Section 8.15(a), provided that a copy of this Agreement during the preceding calendar year of which a Responsible Officer of the Trustee such agreement has actual knowledge (it being understood that the Trustee is not under any obligation to monitor the activities of the Master Servicer or Special Servicer except been delivered to the extent required by this Section 3.14 parties hereto unless such party was a party to such other pooling and this Agreement)servicing agreement.

Reports by Independent Public Accountants. On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 1515th, 20062005, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor, Depositor and, in the case of the Special Servicer, the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that the first such report shall cover the period from the Closing Date through December 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, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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, 20062005, the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).

Reports by Independent Public Accountants. On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 1515th, 20062005, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the DepositorPark Place Mall Representative, Depositor and, in the case of the Special Servicer, to the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that the first such report shall cover the period from the Closing Date through December 3131st, 20052004) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer or the Special Servicer, as the case may be, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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, 20062005, the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).

Reports by Independent Public Accountants. On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 15, 2006, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor, and, in the case of the Special Servicer, the Master Servicer, and, in if the case of any Serviced Hyatt Center Pari Passu Companion Loan is then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced the Hyatt Center Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, 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, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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 of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).

Reports by Independent Public Accountants. On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 1515th, 2006, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor, Depositor and, in the case of the Special Servicer, the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, 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, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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 of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).

Reports by Independent Public Accountants. On or before March 15th 15 of each year (or April 30th 30 of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 15, 20062003, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor, each Requesting Subordinate Certificateholder and, in the case of the Special Servicer, to the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that the first such report shall cover the period from the Closing Date through December 31, 20052002) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer or the Special Servicer, as the case may be, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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, 20062003, the Trustee, Trustee shall notify the Depositor, the Master Servicer and the Special Servicer of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement)knowledge.

Reports by Independent Public Accountants. On or before March 15th April 30 of each year (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)year, beginning March 15April 30, 20062001 (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 independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee, the UnderwritersDepositor, the Rating AgenciesAgencies and the Trustee, which shall promptly deliver a copy to the Controlling Class Representative, the Depositor, Directing Certificateholder and, in the case as required by Section 8.12(b), upon request of the Special Servicera Class J, the Master ServicerClass K, andClass L, in the case of any Serviced Pari Passu Companion Loan then included in a securitizationClass M, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion LoanClass N, Class O and Class P Certificateholder, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange ActHolder, to the effect that such firm has examined the servicing operations of such documents and records as it has deemed necessary and appropriate relating to the Master Servicer Servicer's or the Special Servicer's, as the case may be, servicing of the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the previous preceding calendar year (except that the first such report shall cover or during the period from the Closing Date through December 31date of commencement of the Master Servicer's or the Special Servicer's, 2005as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that, on the basis of such examination, examination conducted substantially in compliance with USAPgenerally accepted auditing standards and the Uniform Single Attestation Program for Mortgage Bankers, such firm confirms that the Master Servicer or the Special Servicer, as the case may be, complied servicing has been conducted in compliance with the minimum servicing standards identified in USAP, in all material respects, similar agreements except for such significant exceptions or errors in records that, in the opinion of such firm, generally accepted auditing standards and the USAP requires Uniform Single Attestation Program for Mortgage Bankers require it to report, in which case such exceptions and errors shall be so reported. In rendering such statement, 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 statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Audit Program for Mortgage Bankers same standards (rendered within one year of such statementreport) of independent public accountants with respect to the related those Sub-ServicerServicers. With respect to each year that If the reports described in Section 8.17(a) are filed, prior to February 15th of each calendar year, beginning February 15, 2006, Depositor notifies the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer on or before March 1 of any material deficiencies in year that such servicer's compliance statements are required to be filed with the terms of this Agreement during the preceding calendar year of which a Responsible Officer Commission as part of the Trustee has actual knowledge (it being understood that Form 10-K for the Trustee is not under any obligation to monitor Trust covering the activities prior calendar year, each of the Master Servicer or and the Special Servicer except shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent required by applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 and this Agreement)to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 1515th, 20062005, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor, Depositor and, in the case of the Special Servicer, to the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that the first such report shall cover the period from the Closing Date through December 3131st, 20052004) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer or the Special Servicer, as the case may be, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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, 20062005, the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).

Reports by Independent Public Accountants. On or before March 15th May 1 of each year (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)year, beginning March 15, 2006in 2003, each of the Master Servicer Servicers and the Special Servicer Servicers, at its expense expense, shall cause a firm of Independent independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the UnderwritersCertificate Administrator, the Rating AgenciesDepositor, the Underwriter and the Controlling Class Representative, the Depositor, and, in the case of the Special Servicer, the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the such Master Servicer or the such Special Servicer, as the case may be, 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 such Master Servicer or the such Special Servicer, as the case may be, has complied during such previous calendar year with the minimum servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP, USAP in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report; provided that each of the Master Servicers and the Special Servicers shall be required to cause the delivery of its Annual Accountants' Report by March 15 in 2003 or in any given year thereafter if it has received written confirmation from the Trustee or the Depositor by January 31 of that year that an Annual Report on Form 10-K is required to be filed in respect of the Trust for the preceding calendar year. In rendering such statement, 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 statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Audit Program for Mortgage Bankers same standards (rendered within one year of such statementreport) of independent public accountants with respect to the related Subthose sub-Servicerservicers. With respect to each year that the reports described in Section 8.17(a) are filed, prior to February 15th Promptly after its receipt of each calendar year, beginning February 15, 2006, the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer of any material deficiencies in such servicer's compliance with the terms of this Agreement during the preceding calendar year of which Annual Accountants' Report from a Responsible Officer of the Trustee has actual knowledge (it being understood that the Trustee is not under any obligation to monitor the activities of the Master Servicer or a Special Servicer, the Depositor shall review such report and, if applicable, consult with the applicable Master Servicer or the applicable Special Servicer except (as the case may be) as to the extent required nature of any defaults by this Section 3.14 and this Agreement)such Master Servicer or such Special Servicer in the fulfillment of any of such Master Servicer's or Special Servicer's obligations.

Reports by Independent Public Accountants. On or before March 15th April 30 of each year (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)year, beginning March 15April 30, 20062003 (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 independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee, the UnderwritersDepositor, the Rating AgenciesAgencies and the Trustee, which shall promptly deliver a copy to the Controlling Class Representative, the Depositor, Directing Certificateholder and, in the case as required by Section 8.12(b), upon request of the Special Servicera Class G, the Master ServicerClass H, andClass J, in the case of any Serviced Pari Passu Companion Loan then included in a securitizationClass K, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion LoanClass L, Class M, Class N, Class O and Class P Certificateholder, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange ActHolder, to the effect that such firm (i) has examined obtained a letter of representation regarding certain matters from the servicing operations management of the Master Servicer or and the Special Servicer, as the case may be, 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 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 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 standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material materials respects, except for subject to such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to reportand other qualifications that may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted substantially in compliance accordance with the Uniform Single Audit Program for Mortgage Bankers same standards (rendered within one (1) year of such statementreport) of independent public accountants with respect to the related those Sub-ServicerServicers. With respect to each year that If the reports described in Section 8.17(a) are filed, prior to February 15th of each calendar year, beginning February 15, 2006, Depositor notifies the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer on or before March 1 of any material deficiencies in year that such servicer's compliance statements are required to be filed with the terms of this Agreement during the preceding calendar year of which a Responsible Officer Commission as part of the Trustee has actual knowledge (it being understood that Form 10-K for the Trustee is not under any obligation to monitor Trust covering the activities prior calendar year, each of the Master Servicer or and the Special Servicer except shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent required by applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 and this Agreement)to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 1515th, 2006, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor, Depositor and, in the case of the Special Servicer, the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, 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, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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 of any material deficiencies in such servicer's ’s compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).

Reports by Independent Public Accountants. On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 1515th, 20062005, 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor, Depositor and, in the case of the Special Servicer, the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that the first such report shall cover the period from the Closing Date through December 3131st, 20052004) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer or the Special Servicer, as the case may be, complied with the minimum servicing standards identified in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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, 20062005, the Trustee, shall notify the Depositor, the Master Servicer and the Special Servicer of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).

Reports by Independent Public Accountants. On or before March 15th May 1 of each year year, beginning May 1, 2004 (or April 30th of each year provided, that if the Trustee requires any such reports in connection with respect to which any filing with the Depositor has informed Securities and Exchange Commission, the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed)and the Special Servicer shall deliver such items on or before March 15 of each year, beginning March 15, 20062004), 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 to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class RepresentativeRepresentative (and the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the Depositor, holder of the Fairfield Commons Pari Passu Companion Loan and, in the case of the Special Servicer, to the Master Servicer, and, in the case of any Serviced Pari Passu Companion Loan then included in a securitization, to the extent reasonably requested by the holder (or its designee) of such Serviced Pari Passu Companion Loan, to such holder during such times as such holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the servicing operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that the first such report shall cover the period from the Closing Date through December 31, 20052003) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer or the Special Servicer, as the case may be, complied with the minimum servicing standards identified 148 in USAP, in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer. 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 of any material deficiencies in such servicer's compliance with the 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 obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).