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 in ____, each of the Master Servicer and 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 and the Controlling Class Representative, 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 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 in USAP in all material respects, except for such significant exceptions 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 ____ 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 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. Each of the Master 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-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before May 1 April 30 of each year, beginning in ____1998, each of the Master Servicer and Special Servicer, at its expense, expense shall cause a firm of independent public accountants that (which may also render other services to the Servicer), which is a member of the American Institute of Certified Public Accountants and is reasonably satisfactory to each Rating Agency, to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters FDIC and the Controlling Class Representative, Mortgage Loan Seller to the effect that such firm has examined certain documents and records relating to the servicing operations by or on behalf of the Master Servicer or during the Special Servicer, as the case may be, for the previous preceding calendar year of the Mortgage Assets under this Agreement and that, on the basis of such examination, examination conducted substantially in compliance with USAPthe Uniform Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC, such firm confirms that such servicing has been conducted in compliance with (i) this Pooling and Servicing Agreement, in the Master Servicer case of the statements to be delivered on or before April 30, 1998 and April 30, 1999 and (ii) the servicing guidelines established by the Uniform Single Audit Program for Mortgage Bankers or the Special ServicerAudit Program for Mortgages serviced by FHLMC, as in the case may be, has complied during such previous calendar year with the minimum servicing standards (of each statement to the extent applicable to commercial and multifamily mortgage loans) identified in USAP in all material respectsbe delivered thereafter, except in any case for such significant exceptions or errors in records that, in the opinion of such firm, USAP the Uniform Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC 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 which 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 such exceptions and errors shall be filed in respect of the Trust for the preceding calendar yearso reported. In rendering its report any 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 or the Audit Program for Mortgages serviced for FHLMC (rendered within one year of such reportstatement) of independent public accountants with respect to those subthe related Sub-servicers. Each of the Master 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-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 DepositorServicer.

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 in ____2005, each of the Master Servicer Servicers and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Trustee, the Certificate Administrator, the Depositor, the Underwriters and Underwriters, the Controlling Class RepresentativeRepresentative and (only if such delivery is being made with respect to the applicable Master Servicer or the Special Servicer for a 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 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 in USAP in all material respects, except for such significant exceptions 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 ____ 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 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. Each of the Master 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-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before March 15 (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 -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 ____2005, each of the Master Servicer Servicers and the Special ServicerServicers, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish 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 and Underwriters, the Controlling Class RepresentativeRepresentative and (only if such delivery is being made with respect to the applicable Master Servicer or Special Servicer for a 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 such Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that 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 in all material respects, except for such significant exceptions 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 ____ 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 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. Each of the Master 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-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before May 1 30 of each year, beginning in ____2002, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters and Underwriters, the Controlling Class RepresentativeRepresentative and each other, 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 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 in USAP in all material respects, except for such significant exceptions 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 ____ 2002 or in any given year thereafter if, in the case of any year subsequent to ____, if it has received written confirmation from the Trustee or the Depositor by January 31 of that year that an Annual a Report on Form 10-K is required to be filed 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. Each of the 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 May 1 of each year, beginning in ____2003, each of the Master Servicer Servicers and Special ServicerServicers, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual AccountantsANNUAL ACCOUNTANTS' ReportREPORT") to the Trustee, the Depositor, the Underwriters and the Controlling Class Representative, 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 and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the such -152- 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 in USAP in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to report; provided PROVIDED that the each Master Servicer and the Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in ____ 2003 or in any given year thereafter if, in the case of any year subsequent to ____, if it has received written confirmation from the Trustee or the Depositor by January 31 of that year that an Annual a Report on Form 10-K is required to be filed 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. Each of the Master Servicer Servicers and the Special Servicer Servicers 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-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before May 1 of each year, beginning in ____, each of the Master Servicer and 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 AccountantsANNUAL ACCOUNTANTS' ReportREPORT") to the Trustee, the Depositor, the Underwriters and the Controlling Class Representative, 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 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 in USAP in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to report; provided 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 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. Each of the Master 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-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before May 1 March 15 of each year, beginning in ____1999, 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 Underwriters Depositor and the Controlling Class Representativeeach other, 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 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 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 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 ____ or in any given year thereafter if, in the case of any year subsequent to ____, so long as it has received written confirmation from the Trustee or the Depositor by January 31 of that year that an Annual a Report on Form 10-K is not required to be filed 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. Each of the Master The 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 May 1 March 15 of each year, beginning in ____2006, each of the Master Servicer Servicers and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Trustee, the Certificate Administrator, the Depositor, the Underwriters and Underwriters, the Controlling Class RepresentativeRepresentative and (only if such delivery is being made with respect to the applicable Master Servicer or the Special Servicer for the related Serviced Mortgage Loan Group) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), to the effect that such firm has examined the servicing operations of the such Master Servicer or the Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that 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 in USAP in all material respects, except for such significant exceptions 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 ____ 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 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. Each Notwithstanding the foregoing, each required Annual Accountants' Report shall be delivered on or before May 1st (rather than March 15) of the Master Servicer and the Special Servicer will reasonably cooperate with the Depositor in providing any other form 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) 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 Exchange ActCertificate 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 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.