Common use of Reports by Independent Public Accountants Clause in Contracts

Reports by Independent Public Accountants. On or before May 1 of each year, beginning May 1, 2004 (provided, that if the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each year, beginning March 15, 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 or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee, Rating Agencies, Controlling Class Representative (and the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the holder of the Fairfield Commons Pari Passu Companion Loan and, in the case of the Special Servicer, to the Master Servicer, 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, 2003) 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.

Reports by Independent Public Accountants. On or before May 1 of each year, beginning May 1, 2004 (provided, that if the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each year, beginning March 15, 2004)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, Rating Agenciesthe Certificate Administrator, the Depositor, the Underwriter and the Controlling Class Representative (and the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the holder of the Fairfield Commons Pari Passu Companion Loan and, in the case of the Special Servicer, to the Master ServicerRepresentative, 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, 2003) 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 148 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 those sub-servicers. Promptly after its receipt of each Annual Accountants' Report from a Master Servicer or a Special Servicer, the related Sub-Depositor shall review such report and, if applicable, consult with the applicable Master Servicer or the applicable Special Servicer (as the case may be) as to the nature of any defaults by 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 May 1 March 15th of each year, beginning May 1, 2004 year (provided, that if or April 30th of each year with respect to which the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, Depositor has informed the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each yearthat reports described in Section 8.17(a) are no longer required to be filed), beginning March 1515th, 2004)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 (and the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 SecuritizationRepresentative, the holder of the Fairfield Commons Pari Passu Companion Loan Depositor and, in the case of the Special Servicer, to the Master Servicer, 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, 20032005) 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).

Reports by Independent Public Accountants. On or before May 1 March 15th of each year, beginning May 1, 2004 year (provided, that if or April 30th of each year with respect to which the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, Depositor has informed the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each yearthat reports described in Section 8.17(a) are no longer required to be filed), beginning March 1515th, 2004)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 (and the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 SecuritizationRepresentative, the holder of the Fairfield Commons Pari Passu Companion Loan Depositor and, in the case of the Special Servicer, to the Master Servicer, 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, 20032005) 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).

Reports by Independent Public Accountants. On or before May 1 April 30 of each year, beginning May 1April 30, 2004 2001 (providedor, that if the Trustee requires as to any such reports in connection with any filing with the Securities and Exchange Commission, the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each year, beginning March 15, 2004such 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 Depositor, the Rating Agencies and the Trustee, Rating Agencieswhich shall promptly deliver a copy to the Directing Certificateholder and, Controlling Class Representative (and the WW Controlling Holderas required by Section 8.12(b), Depositor andupon request of a Class J, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 SecuritizationClass K, the holder of the Fairfield Commons Pari Passu Companion Loan andClass L, in the case of the Special ServicerClass M, Class N, Class O and Class P Certificateholder, to the Master Servicersuch Holder, 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, 2003as 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 148 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-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before May 1 of each year, beginning May 1, 2004 (provided, that if the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each yearyear (or April 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, 2004)2003, 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, Underwriters, Rating Agencies, Controlling Class Representative (and the WW Controlling Holder)Representative, Depositor andDepositor, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the holder of the Fairfield Commons Pari Passu Companion Loan each Requesting Subordinate Certificateholder and, in the case of the Special Servicer, to the Master Servicer, 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, 20032002) 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, 2003, 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.

Reports by Independent Public Accountants. On or before May 1 of each year, beginning May 1, 2004 (provided, that if the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each year, beginning March 15, 2004)____, 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 (the "ANNUAL ACCOUNTANTS' REPORT") to the Trustee, Rating Agenciesthe Depositor, the Underwriters and the Controlling Class Representative (and the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the holder of the Fairfield Commons Pari Passu Companion Loan and, in the case of the Special Servicer, to the Master ServicerRepresentative, 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, 2003) 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 during such previous calendar year with the minimum servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified 148 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 the Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in ____ or in any given year thereafter if, in the case of any year subsequent to ____, it has received written confirmation from the Trustee or the Depositor by January 31 of that year that an Annual Report on Form 10-K is required to be filed in respect of the Trust for 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 those sub-servicers. Each of the related SubMaster Servicer and the Special Servicer will 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-Serviceraction letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before March 15 (except that such date shall be May 1 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 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 May 1, 2004 (provided, that if the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each year, beginning March 15, 2004)2005, each of the Master Servicer Servicers 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 render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Trustee, Rating Agenciesthe Certificate Administrator, the Depositor, the Underwriters, the Controlling Class Representative and (and only if such delivery is being made with respect to the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the holder of the Fairfield Commons Pari Passu Companion Loan and, in the case of applicable Master Servicer or the Special Servicer, to Servicer for a Serviced Mortgage Loan Group) the Master Servicerrespective 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, 2003) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the such Master Servicer or the 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 148 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 the related Subthose sub-Servicerservicers.

Reports by Independent Public Accountants. On or before May 1 of each year, beginning May 1, 2004 (provided, that if the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each year, beginning March 15, 2004)in 2006, each of the Master Servicer Servicers 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 render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Trustee, Rating Agenciesthe Certificate Administrator, the Depositor, the Underwriters, the Controlling Class Representative and (and only if such delivery is being made with respect to the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the holder of the Fairfield Commons Pari Passu Companion Loan and, in the case of applicable Master Servicer or the Special Servicer, to Servicer for the Master Servicerrelated 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, 2003) and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the such Master Servicer or the 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 148 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 foregoing, each required Annual Accountants' Report shall be delivered on or before May 1st (rather than March 15) of each year after (i) notice is provided by the 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 8.15(a) and (ii) with respect to each of the Marquis Apartments Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan and the Garden State Pavilion Non-Pooled Mortgage Loan, notice is provided by each counterpart to the Certificate Administrator in any securitization of such Non-Pooled Mortgage Loan of its filing of a Form 15 relating to automatic suspension of reporting under a provision in the pooling and servicing agreement related Sub-Servicerto such securitization that is similar to Section 8.15(a), provided that a copy of such agreement has been delivered to the parties hereto unless such party was a party to such other pooling and servicing agreement.

Reports by Independent Public Accountants. On or before May 1 March 15th of each year, beginning May 1, 2004 year (provided, that if or April 30th of each year with respect to which the Trustee requires any such reports in connection with any filing with the Securities and Exchange Commission, Depositor has informed the Master Servicer and the Special Servicer shall deliver such items on or before March 15 of each yearthat reports described in Section 8.17(a) are no longer required to be filed), beginning March 15, 2004)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 (and the WW Controlling Holder), Depositor and, if the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 SecuritizationRepresentative, the holder of the Fairfield Commons Pari Passu Companion Loan Depositor, and, in the case of the Special Servicer, to the Master Servicer, and, if the Hyatt Center Pari Passu Companion Loan is then included in a securitization, to the extent reasonably requested by the holder (or its designee) of 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, 20032005) 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).