Common use of Reports to the Securities and Exchange Commission; Available Information Clause in Contracts

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer (or such other Persons as are designated in wrixxxx xx xxx Xepositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, Special Event Report or report pursuant to Section 4.02(b)(i) Summary Report shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Certificates initially represented by the Public Global Certificates (the "Public Certificates") and Direct Depository Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Depository Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Monthly Distribution Date Statement shall be filed delivered within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) Special Event Report shall be filed delivered within ten days after each Distribution Datethe occurrence of event being reported or the date on which the Servicer has knowledge of the occurrence of such event, whichever is later; (iii) a Summary Report, together with or inclusive of a list of all quarterly and annual financial statements and other financial and property information of the Borrowers provided to the Servicer pursuant to the Mortgage Loans (to the extent not inconsistent with the rights of the related Borrower or Manager under the related Loan Documents or applicable law), shall be delivered within ten days after the last Business Day of the related calendar quarter or year, as applicable; and (iiiiv) an Annual Compliance Report shall be filed delivered on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor, and the Depositor shall file each Exchange Act Report with the Commission. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer Xxxxxxx Xxxxxx (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under delivered to the Exchange ActTrustee hereunder, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Trustee shall prepare and prepare, sign, and electronically file on behalf of the Depositor, and at the expense of the Depositor, any and all Exchange Act ReportsReports as may be required with respect to the Certificates pursuant to this Agreement; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) Fund. In the Special Servicer shall prepare and sign on behalf of event the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by notifies the Trustee. The Trustee shall provide , the Master Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates in writing as of December 31 of to any change in the related year no later than two Business Days prior Exchange Act reporting requirements applicable to the date on which Certificates, the Trustee, the Special Servicer and the Master Servicer shall conform the reporting obligations as set forth herein to any such changes as notified by the Depositor. The Master Servicer and the Special Servicer, to the extent such information has been received by the Master Servicer or Special Servicer, as applicable, is required agree to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of provide such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, information with respect to the electronic version of each Mortgage Loans to the Trustee and such entity as is designated by the Depositor pursuant to Section 3.20(f) in a timely fashion as may be requested by the Trustee in connection with such Exchange Act Report consisting of a monthly Distribution Date StatementReports, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. so that such Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall may be timely filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the DepositorTrustee. Manually-signed copies of each Exchange Act Report shall be delivered by the Trustee to the Depositor to the attention of William Kramer the Secretary (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor). On a monthly basis prior to the filing on behalf of the Trust Fund of a Form 15, the Trustee will file on behalf of the Trust Fund within 15 days after the Distribution Date a Form 8-K that includes the Monthly Distribution Statement. On a quarterly basis prior to the filing on behalf of the Trust Fund, and effectiveness, of a Form 15, the Trustee will file, to the extent the Trustee receives the information set forth below in electronic format in accordance with Section 3.20(f), within 45 days after the end of the relevant Borrower's fiscal quarter a Financial Report for those Borrowers which represent 10% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the Hotel Del Coronado Loan, the CenterAmerica Pool Loan and the Xxxxx Fargo Office Tower Loan). The quarterly Financial Report with a copy respect to (i) those Mortgage Loans that represent 20% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof no Mortgage Loan represents 20% or more of the aggregate Stated Principal Balance of the Mortgage Loans) shall consist of unaudited financial statements with respect to the TrusteeMortgaged Properties securing such Mortgage Loans, and (ii) those Mortgage Loans that represent 10% but less than 20% of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the Hotel Del Coronado Loan, the CenterAmerica Pool Loan and the Xxxxx Fargo Office Tower Loan) shall consist of summarized quarterly financial information (substantially in the form set forth in Exhibit X-0, Xxxxxxx X-0 and Exhibit A-3, respectively, to the Depositor's Prospectus Supplement dated June 1, 1998 relating to the Certificates) as described in Rule 1.02(bb) of Regulation S-X with respect to the Mortgaged Properties securing such Mortgage Loan. On an annual basis prior to the filing on behalf of the Trust Fund, and effectiveness, of a Form 15, the Trustee will file, to the extent the Trustee receives the information set forth below in electronic format in accordance with Section 3.20(f), within 90 days after the end of the relevant Borrower's fiscal year end a Financial Report for those Borrowers which represent 10% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the Hotel Del Coronado Loan, the CenterAmerica Pool Loan and the Xxxxx Fargo Office Tower Loan). The annual Financial Report with respect to (i) those Mortgage Loans that represent 20% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, no Mortgage Loan represents 20% or more of the aggregate Stated Principal Balance of the Mortgage Loans) shall consist of audited financial statements with respect to the Mortgaged Properties securing such Mortgage Loans, and (ii) those Mortgage Loans that represent 10% but less than 20% of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the Hotel Del Coronado Loan, the CenterAmerica Pool Loan and the Xxxxx Fargo Office Tower Loan) shall consist of summarized annual financial information (substantially in the form set forth in Exhibit X-0, Xxxxxxx X-0 and Exhibit A-3, respectively, to the Depositor's Prospectus Supplement dated June 1, 1998 relating to the Certificates) as described in Rule 1.02(bb) of Regulation S-X with respect to the Mortgaged Properties securing such Mortgage Loan. The Master Servicer, each Special Servicer and the Trustee hereby agree to cooperate with the Borrowers and their accountants in obtaining any consents of accountants that are required to be filed with any financial statements being filed on a Form 10-K or Form 8-K. If information for any Exchange Act Financial Report is incomplete by the date on which such report is required to be filed under the Exchange Actfiled, the Servicer orTrustee shall prepare, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare execute and execute file a Form 12b-25 under the Exchange Act and shall deliver an electronic a manually signed version of such form to the Trustee for forwarding Depositor to the Depositor attention of the Secretary (or such other Persons as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report are designated in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically writing by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act).

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, List or report pursuant to Section 4.02(b)(i4.02(b) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Depository Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Depository Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i4.02(b) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor (and its attorneys, Cadwalader, Xxxxxxxxxx & Xxxx, Attn: Xxxx X. Xxxxx) in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer Nez Mustafic (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer and the Bond Administrator shall prepare and signthe Bond Administrator sign and file, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Liquidation Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders Beneficial Owners of the Class A-1, Class A-2, Class B, Class C, Class D and Class E Certificates (the "Public Certificates and Direct Participants Certificates") holding positions in the Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the TrusteeBond Administrator. The Trustee Bond Administrator shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants Beneficial Owners holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the TrusteeBond Administrator. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the TrusteeBond Administrator, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to that is suitable for filing via the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibitSEC XXXXX system. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) Statement, a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Liquidation Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iiiii) an Annual Compliance Report shall be filed on or prior to March April 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor Bond Administrator. All reports and notices to be filed by the Bond Administrator, other than the monthly Distribution Date Statements and those reports available to Certificateholders and prospective purchasers on the Bond Administrator's website, shall be delivered by the Servicer to the attention of William Kramer (Bond Administrator no later than 3 days after each Distribution Date, and shall be in an 80 column text format suitable for XXXXX filing, or in such other Persons as are designated in wrixxxx xx xxx Xepositor), with a copy format that is acceptable to the TrusteeBond Administrator from time to time. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer Bond Administrator or, with respect to any Annual Compliance Report relating to the Servicer or the Special Servicer, the Servicer or the Special Servicer Servicer, as applicable, shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided aboveBond Administrator. The Bond Administrator or the Servicer or the Special Servicer, as applicable, shall deliver file the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by available. If the Trustee to the Depositor. None requirements of Section 15(d) of the ServicerExchange Act have not been met, the Special Servicer and the Trustee Bond Administrator shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop suspend filing reports, statements and information reports with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request as of the Depositor, the Servicer fiscal year 2001 and shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositorno later than January 31, 2001. The Trustee shall, at the written direction of the Depositor, Bond Administrator shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Trustee shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund Fund, (ii) the Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Servicer, and (iiiii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, Loan Payoff Notification Report, Premium Loan Report or report pursuant to Section 4.02(b)(i4.02(b) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Depository Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trusteeyear. For each Exchange Act Report, the Servicer Trustee or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, Loan Payoff Notification Report, Premium Loan Report or report pursuant to Section 4.02(b)(i4.02(b) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor (and its attorneys, Cadwalader, Xxxxxxxxxx & Xxxx, Attn: Xxxx X. Xxxxx in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor at the address set forth in Section 10.04 to the attention of William Kramer Nez Mustafic, with a copy to Xxxxxxxx Xxxxxxx, Esq. (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer Trustee or, with respect to any Annual Compliance Report relating to the Special Servicer or the Servicer, the Special Servicer or the Servicer, as applicable, shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Paying Agent shall prepare for filing, and signexecute, on behalf of the DepositorTrust Fund, and file with the Securities and Exchange Commission, (i) each Distribution Date Statement on Form 8-K within 15 days after each Distribution Date in each month, (ii) before March 31 of each year, beginning March 31, 2002, a Form 10-K and (iii) any and all reports, statements and information respecting the Trust Fund and/or the certificates required to be filed on behalf of the Trust Fund under the Exchange Act Reportsas the Paying Agent may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings; provided that any such additional information referred to in clause (iii) above shall be delivered to the Paying Agent in the format required for electronic filing via the EXXXX system. For any filings pursuant to the previous sentence that occur after the first anniversary of the Closing Date, the Paying Agent shall receive a fee agreed upon by the Paying Agent and the Depositor in a separate fee agreement. Upon such filing with the Securities and Exchange Commission, the Paying Agent shall promptly deliver to the Depositor, the Master Servicer and the Special Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Paying Agent with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Paying Agent's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that (i) if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating contribute to the Trust Fund amount paid by the Paying Agent as a result of such liability in such amount as is necessary to limit the Paying Agent's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Paying Agent shall have no responsibility to determine whether or not any filing may be required and (ii) shall not have any responsibility to review or confirm in any way the Special Servicer shall prepare and sign on behalf accuracy or the sufficiency of the Depositor contents of any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer (or such other Persons as are designated in wrixxxx xx xxx Xepositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Actfiling.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer Xxxxxxx Xxxxxx (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Trustee shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special ServicerFund. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, Loan Payoff Notification Report, Premium Loan Report or report pursuant to Section 4.02(b)(i4.02(b) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Depository Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trusteeyear. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, Trustee shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a ASCII Text, Microsoft Word for Windows Word(TM) or Excel(TM) file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed by the Trustee within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, Loan Payoff Notification Report, Premium Loan Report or report pursuant to Section 4.02(b)(i4.02(b) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette in ASCII Text, Microsoft Word(TM) or Excel (TM) format (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor (and its attorneys, Cadwalader, Xxxxxxxxxx & Xxxx, Attn: Xxxx X. Xxxxx) in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor at the address set forth in Section 10.04 to the attention of William Kramer Nez Mustafic, with a copy to Xxxxxxxx Xxxxxxx, Esq. (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer Trustee or, with respect to any Annual Compliance Report which is incomplete or not timely delivered to the Trustee relating to the Special Servicer or the Servicer, the Special Servicer or the Servicer, as applicable, shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form (ASCII Text, Microsoft Word(TM) or Excel(TM), as the case may be) to the Trustee when such information is available and such completed report shall be filed by the Trustee with the SEC and forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer Trustee shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Trustee shall prepare for filing, and signexecute, on behalf of the DepositorTrust Fund, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Securities and Exchange Commission, (i) each Distribution Date Statement on Form 8-K relating to the Trust Fund and within 15 days after each Distribution Date in each month, (ii) the Special Servicer shall prepare and sign on behalf before March 31 of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of each year, beginning March 31, 200_, a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall any and all reports, statements and information respecting the Trust Fund and/or the certificates required to be filed on or prior to March 15 behalf of each calendar year. Electronic versions of each the Trust Fund under the Exchange Act Report as the Trustee may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings; provided that any such additional information referred to in clause (iii) above shall be delivered to the Trustee on in the format 188 required for electronic filing via the XXXXX system. For any filings pursuant to the previous sentence that occur after the first anniversary of the Closing Date, the Trustee shall receive a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually fee agreed upon by the Trustee and the Servicer or Special ServicerDepositor in a separate fee agreement. The Upon such filing with the Securities and Exchange Commission, the Trustee shall forward each Exchange Act Report promptly deliver to the Depositor in and the Master Servicer a manner copy of any such executed report, statement or information. The Depositor shall promptly file, and in exercise its reasonable best efforts to obtain a format agreed upon by favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer (or such other Persons as are designated in wrixxxx xx xxx Xepositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to liability, cost or expenses, including reasonable attorneys' fees, arising from the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version Trustee's execution of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with that contain errors or omissions or is otherwise misleading, provided, however, that if the Commission pursuant indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to this Section unless directed to do so the amount paid by the Depositor Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositorwillful misconduct. The Trustee shall, at shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the written direction accuracy or the sufficiency of the Depositor, solicit contents of any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Actfiling.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer Wxxxxxx Xxxxxx (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, Special Event Report or report pursuant to Section 4.02(b)(i) Summary Report shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not note a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trusteeyear. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor Trustee and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer (or such other Persons as are designated in wrixxxx xx xxx Xepositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.Statement

Reports to the Securities and Exchange Commission; Available Information. (a) The Promptly following December 31, 1997, the Master Servicer shall file a Form 15 with the Commission and send a copy thereof to the Trustee. Prior to the effective date of such filing, the Master Servicer shall prepare and sign, sign on behalf of the Depositor, Trust Fund any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special ServicerFund. Each Exchange Act Report consisting of a monthly Monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) and any Special Event Report shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trusteeyear. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor Trustee and the Servicer or the Special Master Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Monthly Distribution Date Statement, the Master Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Monthly Distribution Date Statement thereto as an exhibit. For as long as such filings are required, Exchange Act Reports consisting of (i) a monthly Monthly Distribution Date Statement shall be filed delivered within ten days after the related Distribution Date; and (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) Special Event Report shall be filed delivered within ten days after each Distribution Date; and (iii) the occurrence of an Annual Compliance Report shall be filed event being reported or the date on or prior to March 15 which the Master Servicer has knowledge of each calendar yearthe occurrence of such event, whichever is later. Electronic versions of each Exchange Act Report shall be delivered by the Trustee, with respect to the Trustee Monthly Distribution Statement, or the Master Servicer, with respect to Special Event Reports, to the Depositor on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by Depositor, the Trustee and the DepositorMaster Servicer. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer address shown in this Agreement (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. If information for The Depositor shall file each Exchange Act Report with the Commission by means of the EDGAX xxxtem no later than five Business Days after receipt thereof from the Master Servicer. The Depositor shall pay any expenses (including attorney's fees and filing fees) incurred in connection with the preparation of any Exchange Act Report is incomplete for filing by means of the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the DepositorEDGAX xxxtem. None of the Master Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause Depositor. For as long as the Trust Fund is required to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the file Exchange Act or any regulations thereunder. Upon the written request of the DepositorReports, the Servicer Trustee shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders in accordance with the Exchange Act and this Agreement whenever such proxies are required to be solicited pursuant to the Exchange Actthis Agreement or applicable law.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Trustee shall prepare and prepare, sign, and electronically file on behalf of the Depositor, and at the expense of the Depositor, any and all Exchange Act ReportsReports as may be required with respect to the Certificates pursuant to this Agreement; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) Fund. In the Special Servicer shall prepare and sign on behalf of event the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by notifies the Trustee. The Trustee shall provide , the Master Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates in writing as of December 31 of to any change in the related year no later than two Business Days prior Exchange Act reporting requirements applicable to the date on which Certificates, the Trustee, the Special Servicer and the Master Servicer shall conform the reporting obligations as set forth herein to any such changes as notified by the Depositor. The Master Servicer and the Special Servicer, to the extent such information has been received by the Master Servicer or Special Servicer, as applicable, agree to provide such information to the Trustee and such entity as is required designated by the Depositor pursuant to deliver Section 3.20(f) in a timely fashion as may be requested by the related Trustee in connection with such Exchange Act Report to the Trustee. For each Exchange Act ReportReports, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of so that such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall may be timely filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the DepositorTrustee. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer the Secretary (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. On a monthly basis prior to the filing on behalf of the Trust Fund of a Form 15, the Trustee will file on behalf of the Trust Fund within 15 days after the Distribution Date a Form 8-K that includes the Monthly Distribution Statement. On a quarterly basis prior to the filing on behalf of the Trust Fund, and effectiveness, of a Form 15, the Trustee will file, to the extent the Trustee receives the information set forth below in electronic format in accordance with Section 3.20(f), within 45 days after the end of the relevant Borrower's fiscal quarter a Financial Report for those Borrowers which represent 10% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the 000 Xxxxx Xxxxxx Loan, and the Xxxxx & Avant Pool Loan). The quarterly Financial Report with respect to (i) those Mortgage Loans that represent 20% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof no Mortgage Loan represents 20% or more of the aggregate Stated Principal Balance of the Mortgage Loans) shall consist of unaudited financial statements with respect to the Mortgaged Properties securing such Mortgage Loans, and (ii) those Mortgage Loans that represent 10% but less than 20% of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the 000 Xxxxx Xxxxxx Loan and the Xxxxx & Avant Loan) shall consist of summarized quarterly financial information (substantially in the form set forth in Exhibit A-1 and Exhibit A-2, respectively, to the Depositor's Prospectus Supplement dated October 9, 1997 relating to the Certificates) as described in Rule 1.02(bb) of Regulation S-X with respect to the Mortgaged Properties securing such Mortgage Loan. On an annual basis prior to the filing on behalf of the Trust Fund, and effectiveness, of a Form 15, the Trustee will file, to the extent the Trustee receives the information set forth below in electronic format in accordance with Section 3.20(f), within 90 days after the end of the relevant Borrower's fiscal year end a Financial Report for those Borrowers which represent 10% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the 000 Xxxxx Xxxxxx Loan and the Xxxxx & Avant Loan). The annual Financial Report with respect to (i) those Mortgage Loans that represent 20% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, no Mortgage Loan represents 20% or more of the aggregate Stated Principal Balance of the Mortgage Loans) shall consist of audited financial statements with respect to the Mortgaged Properties securing such Mortgage Loans, and (ii) those Mortgage Loans that represent 10% but less than 20% of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the 000 Xxxxx Xxxxxx Loan and the Xxxxx & Avant Loan) shall consist of summarized annual financial information (substantially in the form set forth in Exhibit A-1 and Exhibit A-2, respectively, to the Depositor's Prospectus Supplement dated October 9, 1997 relating to the Certificates) as described in Rule 1.02(bb) of Regulation S-X with respect to the Mortgaged Properties securing such Mortgage Loan. The Master Servicer, each Special Servicer and the Trustee hereby agree to cooperate with the Borrowers and their accountants in obtaining any consents of accountants that are required to be filed with any financial statements being filed on a Form 10-K or Form 8-K. If information for any Exchange Act Financial Report is incomplete by the date on which such report is required to be filed under the Exchange Actfiled, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer Trustee shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic a manually signed version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Master Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon Promptly following the written request end of each calendar year, commencing December 31, 1997, the Trustee shall notify the Depositor when the Certificates are held of record by less than 300 persons within the meaning of Section 15(d) of the DepositorExchange Act. Upon receipt of such notice from the Trustee, the Servicer Depositor shall file a Form 15 relating within 15 days following the end of the fiscal year in which such notice was delivered, to the Trust Fund extent that the filing of such Form 15 is, in the Depositor's opinion, consistent with the Commission and send a copy thereof to the Trustee and Exchange Act reporting obligations of the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer shall prepare and sign, on behalf of the Depositor, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer Wxxxxxx Xxxxxx (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Paying Agent shall prepare for filing, and signexecute, on behalf of the DepositorTrust Fund, and file with the Securities and Exchange Commission, (i) each Distribution Date Statement on Form 8-K within 15 days after each Distribution Date in each month, (ii) before March 31 of each year, beginning March 31, 2002, a Form 10-K and (iii) any and all reports, statements and information respecting the Trust Fund and/or the certificates required to be filed on behalf of the Trust Fund under the Exchange Act Reportsas the Paying Agent may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings; provided that any such additional information referred to in clause (iii) above shall be delivered to the Paying Agent in the format required for electronic filing via the XXXXX system. For any filings pursuant to the previous sentence that occur after the first anniversary of the Closing Date, the Paying Agent shall receive a fee agreed upon by the Paying Agent and the Depositor in a separate fee agreement. Upon such filing with the Securities and Exchange Commission, the Paying Agent shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Paying Agent with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Paying Agent's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that (i) if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating contribute to the Trust Fund amount paid by the Paying Agent as a result of such liability in such amount as is necessary to limit the Paying Agent's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Paying Agent shall have no responsibility to determine whether or not any filing may be required and (ii) shall not have any responsibility to review or confirm in any way the Special Servicer shall prepare and sign on behalf accuracy or the sufficiency of the Depositor contents of any Exchange Act Report which includes an Annual Compliance Report relating to the Special Servicer. Each Exchange Act Report consisting of a monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; and (iii) an Annual Compliance Report shall be filed on or prior to March 15 of each calendar year. Electronic versions of each Exchange Act Report shall be delivered to the Trustee on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by the Trustee and the Depositor. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer (or such other Persons as are designated in wrixxxx xx xxx Xepositor), with a copy to the Trustee. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under the Exchange Act, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee for forwarding to the Depositor as provided above. The Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee when such information is available and such completed report shall be forwarded electronically by the Trustee to the Depositor. None of the Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause the Trust Fund to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Depositor, the Servicer shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Actfiling.

Reports to the Securities and Exchange Commission; Available Information. (a) The Promptly following December 31, 199__, the Master Servicer shall file a Form 15 with the Commission and send a copy thereof to the Trustee. Prior to the effective date of such filing, the Master Servicer shall prepare and sign, sign on behalf of the Depositor, Trust Fund any and all Exchange Act Reports; providedPROVIDED, howeverHOWEVER, that (i) the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to the Special ServicerFund. Each Exchange Act Report consisting of a monthly Monthly Distribution Date Statement, Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) and any Special Event Report shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared as exhibits to an Annual Report on Form 10-K and shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided by the Trustee. The Trustee shall provide the Servicer and the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 of the related year no later than two Business Days prior to the date on which the Servicer or Special Servicer, as applicable, is required to deliver the related Exchange Act Report to the Trusteeyear. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicable, shall prepare (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trustee, the Depositor Trustee and the Servicer or the Special Master Servicer may agree), providedPROVIDED, that, with respect to the electronic version of each Exchange Act Report consisting of a monthly Monthly Distribution Date Statement, the Master Servicer need only deliver an electronic version of the related Form 8-K and the Trustee shall attach an electronic version of the related monthly Monthly Distribution Date Statement thereto as an exhibit. For as long as such filings are required, Exchange Act Reports consisting of (i) a monthly Monthly Distribution Date Statement shall be filed delivered within ten days after the related Distribution Date; and (ii) a Comparative Financial Status Report, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) Special Event Report shall be filed delivered within ten days after each Distribution Date; and (iii) the occurrence of an Annual Compliance Report shall be filed event being reported or the date on or prior to March 15 which the Master Servicer has knowledge of each calendar yearthe occurrence of such event, whichever is later. Electronic versions of each Exchange Act Report shall be delivered by the Trustee, with respect to the Trustee Monthly Distribution Statement, or the Master Servicer, with respect to Special Event Reports, to the Depositor on a computer diskette (delivered by courier in packaging designed to shield such diskette from damage in transmission) or by means of electronic data transfer system mutually agreed upon by the Trustee and the Servicer or Special Servicer. The Trustee shall forward each Exchange Act Report to the Depositor in a manner and in a format agreed upon by Depositor, the Trustee and the DepositorMaster Servicer. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of William Kramer address shown in this Agreement (or such other Persons as are designated in wrixxxx xx xxx Xepositorwriting by the Depositor), with a copy to the Trustee. The Depositor shall file each Exchange Act Report with the Commission by means of the XXXXX system no later than five Business Days after receipt thereof from the Master Servicer. The Depositor shall pay any expenses (including attorney's fees and filing fees) incurred in connection with the preparation of any Exchange Act Report for filing by means of the XXXXX system. If information for any Exchange Act Report is incomplete by the date on which such report is required to be filed under delivered to the Exchange ActDepositor hereunder, the Servicer or, with respect to any Annual Compliance Report relating to the Special Servicer, the Special Master Servicer shall prepare and execute a Form 12b-25 under the Exchange Act and shall deliver an electronic version of such form to the Trustee Depositor for forwarding to the Depositor as provided abovefiling electronically. The Depositor shall file such electronic version no later than the date on which the related Exchange Act Report is required to be filed under the Exchange Act. The Master Servicer or the Special Servicer, as applicable, shall deliver the related report in electronic form to the Trustee Depositor when such information is available and such completed report shall be forwarded filed electronically by the Trustee Depositor in the manner provided above. If the Depositor experiences unanticipated technical difficulties preventing the timely preparation and submission of any electronic filing of an Exchange Act Report, the Depositor shall file such Exchange Act Report, under cover of Form TH, in paper format no later than one Business Day after the date on which such Exchange Act Report was required to be filed under the DepositorExchange Act and shall file the related Exchange Act Report as soon as reasonably practicable thereafter. None of the Master Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Depositor or (ii) cause Depositor. For as long as the Trust Fund is required to stop filing reports, statements and information with the Commission pursuant to this Section unless directed to do so by the Depositor or the continued reporting is prohibited under the file Exchange Act or any regulations thereunder. Upon the written request of the DepositorReports, the Servicer Trustee shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Trustee and the Depositor. The Trustee shall, at the written direction of the Depositor, solicit any and all proxies of the Certificateholders in accordance with the Exchange Act and this Agreement whenever such proxies are required to be solicited pursuant to the Exchange Actthis Agreement or applicable law.